The Wraith Saga
by Syd Pinkerton
Summary: What if Jean Grey had survived "The Dark Phoenix Saga"? Six months after saving her from the Shi'ar, the X-Men must face a massive Shi'ar invasion, a conspiracy led by a rogue SHIELD agent, and the rise of a terrifying new enemy known as "The Wraith".
1. The Aerie Blade

__**Prologue:**

_Six months ago, the X-Men faced the Shi'ar Imperial Guard in a duel of honor on Earth's Moon._

_Their comrade, the beautiful psychic Jean Grey, had been sentenced to death by the Shi'ar after the cosmic entity known as The Phoenix Force took her as a host and destroyed the peaceful planet of D'Bari. Against all odds, the X-Men triumphed and managed to win Jean's freedom in a trial by combat. After the battle, the Phoenix seemingly left Jean._

_Even as the X-Men celebrated their victory and went on to fight another day, all was not well in the Shi'ar Empire's halls of power. After Lilandra, the Empress of the Shi'ar, agreed to let Jean go free, murmurs of discontent arose among her followers in the military. Some were convinced that the threat of the Phoenix was not yet over, and that drastic measures had to be taken to ensure that it would never return._

_One of the strongest voices of opposition came from the most unlikely of men: General Kall'dr Senn, one of the most decorated war heroes in the Shi'ar Fleet._

* * *

><p><strong>Chapter 1:<strong> **The _Aerie Blade_**

For a moment, a silence hung over the bridge. General Kall'dr Senn, shining in his silver armor, loomed above his officers like a solemn emperor. In the ship's holds below, rows of armed Shi'ar marines stood in formation, awaiting their orders without a sound.

Senn exhaled softly, allowing himself a brief sign of apprehension before the battle. A month had been spent planning this. If he had doubts, he kept them to himself. The time for regrets had long since passed.

An ensign sat a level below, his hands hovering over the _Aerie Blade_'s navigational controls. To his right, Lieutenant Las'karr manned the weapons. He turned to the general, looking for a sign. Senn nodded.

"May Sharra and K'ythri forgive us," the Lieutenant breathed.

Senn's voice was firm.

"We made our decision, Lieutenant. Now we live with it. Ensign, you have the coordinates. Make the jump."

All around them, the stars streaked about until they became a blinding tunnel of light. The decks trembled below them, and the engines roared like some angry beast.

It had begun.

* * *

><p>Out of the black distance, the fighters had come. From the flagship, Lilandra could see them all. Their ion engines hurled them through the endless vacuum, screaming in silent fury as lasers streaked between the stars, lighting up the bridge in shades of fiery red and venomous green. Through the battle, a lone Shi'ar battleship watched them all, holding back and waiting.<p>

"Get our second wave moving!" a commander screamed. A klaxon began to wail in steady pulse as marines swarmed through the halls. Lilandra's clenched fist trembled.

"Damage report!" Lilandra barked.

The commander looked up at her, his face lined with intense focus.

"My Empress…the flagship is moving in. They shelled our fighter bay before we could mobilize. Our fighters are outnumbered three to one. They move like…like I've never seen. We're going to be overrun. We need the marines to prepare for a boarding."

She inhaled, keeping her onyx eyes riveted on the battle ahead of her.

"Empress!" an ensign cried. "Our computers have identified the enemy flagship. It's…it's the _Aerie Blade_, Empress!"

The commander gasped. Every man in the Shi'ar fleet, from raw cadet to grizzled captain, knew that ship. Its soldiers had crossed the swirling storms at the gas giant of R'yll, battled Brood warriors in the deepest caverns of Sy'lax, stood at their commander's back as he stared down the Skrull Empress and her legions. Kall'dr Senn's men were bound by blood, and carried their scars like badges. To the Shi'ar's enemies, they were a legend and a nightmare.

A crackling report came in over the radio—it was Scy'ar 6, in the East corridor.

"…in the docking bay…boarded…they're everywhere…too many…"

A burst of static drowned out the marine's voice. It came in again, screaming urgently.

"…get her out! The Empress…safety…get her..."

The sound of lasers echoed down the corridor as the message went dead.

* * *

><p>Kall'dr Senn's rifle rested in his scarred hands, growing hotter with every shot. He focused through the sound of echoing screams, keeping a steady pace with his attending soldiers as they marched through the ship's corridors.<p>

"General, the bridge is at the end of the hall," a soldier up ahead reported. "Chancellor Araki has sent us the Empress' formal surrender."

The general nodded gravely, aware of what he had to do. With soldiers to either side of him, he strode into the bridge.

Even in defeat, Lilandra stood firm. He saw no fear in her eyes, only steel courage. To the men around her, she might have been a mother. She could hear her soldiers dying in the halls, he knew. She would march armorless into the heart of the nearest star if it would save the rest of them. When the time for surrender came, she would accept it with grace. Until then, she would fight without mercy or fear.

Lilandra's eyes narrowed as she took in Senn and his soldiers. Her voice was acid.

"_Senn_. A lifetime of service to your people, and you end it with treason. You will face a firing squad for this! When a soldier of the Imperium forsakes his honor, his life is forfeit!"

Senn stepped closer to her, his scarred eye just inches away from hers.

"My Empress…if I die today, I will never forget the blood that I spilled in your name. No man will hear me curse the Imperium. I am a soldier, bound in blood pact to Chandilar's children. My service will end only in death."

His gravelly voice grew low, almost to a whisper.

"But…you will not speak to me of _honor_."

Lilandra's venomous gaze never left him.

"Speak your piece, traitor." the Empress spat.

Senn's soldiers seized Lilandra by the arms and forced her to the ground, binding her hands with metal cuffs. Senn paced across the bridge as if he had forgotten his prisoner.

"In this Empire's name, I stood against foes hailing from more worlds than I know. My ship took me to the far edges of this galaxy, and I faced down abominations too foul for words. I faced them down so that the Shi'ar could sleep soundly. While you and your aristocrats sat in your jeweled palaces and waged your petty power struggles, I held dying comrades in my arms and sailed farther into the cosmos with each day, never knowing if I would see my home again. I vowed that I would meet any threat that menaced the Empire…but what of _you_? When you faced the greatest threat the cosmos has ever known, what did you do?"

Lilandra shrank back. "You speak of the Phoenix Force!"

Senn brought his unblinking eyes back around, staring down his captive.

"The Phoenix Force…and so, we begin to understand each other, my Empress."

"You don't understand! I brought my Imperial Guard to Earth to confront the Phoenix! After I watched the destruction at D'Bari, what other choice did I have? But killing the Phoenix was no simple execution…it was…"

"Do not presume to lecture me on recent history, my Empress! My brothers in the royal fleet have told me all that I need to know. I know about Jean Grey, the Phoenix's human host. I know about the monsters that fought to defend her…those infernal Terrans called _X-Men_. Most importantly, I know that when the moment came, you let Jean Grey live!"

"Senn, to order Grey's execution would have violated the most sacred principles that our Imperium stands upon! Her master, the great Charles Xavier, invoked the Arin'nn Hae'llar. In the duel of honor, the X-Men fought my Imperial guard to a standstill, and honorably won the right to preserve her life! Once the Arin'nn Hae'llar is invoked, no Shi'ar may forsake their word—I gave my word that Jean Grey would not be harmed, and by all that I hold sacred, I shall stand by it!"

Senn stepped in closer. He stared his Empress down with eyes that had seen comrades frozen and lifeless in the vacuum of space, seen enemy ships rent asunder by waves of energy. Lilandra willed herself not to look away.

"You will stand by your word…even when it means the loss of innocent lives?"

For a moment, Lilandra's gaze went downward. Senn was silent.

"My Empress…" he said. "I served you with pride, and your brother D'Ken before you. I took a vow to defend this Empire, even if it meant giving my life. That sacrifice was one that I never feared. But this…the decision to raise arms against you is the hardest that I have ever had to make. But if this is the price that I must pay to rid the galaxy of the Phoenix, so be it. Rest assured, Empress, this first act of treason shall be my last."

Lilandra looked up at him in confusion.

"I have relayed orders to my brothers in the fleet. If my men fall in their mission to bring down the Phoenix, you are to be freed immediately. If, with the blessing of the gods, we succeed in our mission, you are to be freed. Whether by death or by retirement, this will be my last mission. Once we've done what we must, my fate will be yours to decide."

Senn turned to walk away, as his men pulled Lilandra to her feet.

"For what it's worth, Empress, I'm…I'm sorry it had to happen this way. Serving you has been the greatest honor of my life."

He strode out of the bridge as his soldiers dragged Lilandra to the brig.

* * *

><p>Lieutenant Las'Karr came to him on the bridge.<p>

"Report, Lieutenant." Senn barked.

"The prisoner is secure, sir. We've commandeered her ship and set course for an armed star-base commanded by our followers. She will be held there until the mission is over."

Senn turned his scarred eye to meet Las'Karr head on.

"That _prisoner_ is your Empress, Lieutenant. No matter what orders you take from me, you will speak of her with respect. Is that clear?"

"Yes, sir."

Senn turned back to the bridge's controls.

"My command has gone down, Lieutenant. Are my orders clear?"

"Yes, sir. Our comm. officer has sent a message to the royal council on Chandilar. They know that the Empress is our hostage. We've issued the necessary threats. If they move against our fleet, we've told them that Lilandra will be killed."

"Let us hope that it does not come to that, Lieutenant."

"Yes, sir."

"And the rest of our fleet? Are they ready?"

"They're armed and ready, sir. Stationed in the Andus nebula and awaiting your orders. As you commanded."

Senn gave a nod of approval.

"You and your comrades have outdone yourselves, Lieutenant. Everything has gone according to plan. Now, the true perils of the mission come."

Senn tapped the comm. panel in front of him, and his voice filled the halls of the ship.

"This is General Senn. Order the fleet into formation. It's time to plot a course for Earth."


	2. After The Storm

**Chapter 2: ****After the Storm**

Dawn came silently as the first rays of sunlight peered through the trees. Scott Summers turned over in his sleeping bag and opened his eyes. He ran his hand over his side, feeling for Jean's familiar touch. But he was alone in the tent. After sixth months of sleeping by her side, her absence stuck out like an acrid stench.

Unzipping the tent flap, he looked outside. The morning sunlight came to his eyes, filtering ruby red through his glasses. In the space between two trees, he could see Jean standing alone. Her shining crimson hair came down to her waist, loose strands fluttering in the gentle breeze. From a distance, he saw her shiver.

Scott walked up to her, feeling drops of morning dew on his bare feet. Jean didn't turn, but he knew that she felt him. He slipped an arm around her. For a moment, her muscles went tense. Then she melted into a gentle embrace, going limp and folding into Scott's waiting arms. His lips brushed her ear, and he felt goose bumps break out across her pale skin.

Somewhere out in the distance, a cricket sang out, its chirp fading into the steady buzz of the forest. Without a word, Scott held Jean in his arms. Still, she wouldn't stop shivering.

"Morning, Red" he whispered.

She gave a weak smile.

"Sorry to wake you up" she said.

"You didn't."

"I had to come out. I haven't slept a full night since we left Westchester."

"The dreams again?"

Jean sighed. The dreams.

"Scott, I know you care. I may not tell you this enough, but…you've done more to help me through this than I thought anyone ever could. You know there's nobody I'd rather have by my side. But the Professor's done all he can to help me through the trauma. As long as I can remember what happened six months ago, I don't know if I'll ever stop dreaming about it. This is mine to carry. Even if I could forget it all…I don't know if I'd want to."

Scott nodded, and he stepped away into the clearing. Jean followed. She could smell the ashes of last night's campfire on the breeze.

"You know we can stay out here as long as you need to. But it's been two weeks. I bet Logan's pacing like a cat."

She shook her head.

"I know I have to. Even after we got back, I hardly saw any of them. It was just you, and therapy with the Professor every day. It was like coming home from a war. When we went up against the Shi'ar, we were all fighting back to back. It was like the glory days again. You know…back in the beginning, when I met you."

Scott smiled at that. But then Jean's voice went dark.

"But when it was all over, what was I supposed to say to them? You saw how outmatched we were on the moon. If it weren't for me, they never would have had to fight. God…what if one of them hadn't made it back? If…if it was Kurt, or Peter, or Ororo, how could I have lived with that?"

"Jean, you can't keep thinking like that. Every one of us knew what we were getting into when we agreed to that duel. If we hadn't fought, _you_ wouldn't have made it back. Do you think _we_ could have lived with that?"

Jean turned to face Scott, her green eyes firm and clear.

"Do you really know what that was? That battle was supposed to be an execution. _My_ execution. The Shi'ar aren't barbarians, Scott. They knew what they were doing when they dragged us in front of Lilandra's court. To them, that was justice. They were putting down a dangerous criminal. God…not a criminal, a _monster_. I still remember the way they looked at me that day."

Scott looked at her in shock.

"Jean, what are you saying?"

"Scott…I may not have been in control, but I remember everything that I did when the Phoenix was inside me. Looking back on it all…who am I to say that I _should_ have gone free?"

"Jean…

"You remember what the Professor taught us when he brought us together all those years ago. We're _Homo Superior._ _Superior_, Scott. We didn't ask for these gifts, but they're our burden to carry. That means we have a responsibility. We use them for good. We don't let greed and hunger for power get the best of us. We always take a higher path. Scott…if we had to face someone like the Dark Phoenix when we were kids, what would the Professor have told us to do?"

Scott put a hand to her shoulder.

"Jean, no matter what happened back there, Xavier did what he did because he loved you like a daughter. You would have done the same for me. For any of us. Back when we were kids, the Professor took us in because he saw potential in us that not even _we _could see. He knew that no matter what we faced, we would never lose sight of the future. We'd never lose that hope that things could be better, for humans and mutants alike. Do you think the Phoenix made us forget that? No. Even when it looked like we'd never make it home, we kept fighting."

Jean's eyes went downward.

"Was it worth it?"

Scott put an arm around her slender waist. Her flesh was warm against his.

"You're still here, Jean. That's all I need to know. You're still here, and you're still that beautiful girl that I fell in love with all those years ago. I told you I loved you. Not even the Phoenix can change that. You're still here. And as long as there's blood in your veins, I know you'll find a way to keep going."

Jean turned to face him. Her voice began to break.

"But…how can I move on? How can I make it worth all that you risked to save me?"

For a moment Scott didn't answer. He shook his head as he looked at the ground. His hand came up to stroke Jean's flame-red hair.

"I don't know," he told her. "But there's a whole school full of people who want to help you find out. I know they want to see you again."

In spite of everything, Jean smiled.

"Let's not keep them waiting."

* * *

><p>Silence in the Danger Room was never easy to take. Logan surveyed in with one sweep of his eyes, checking every corner. Off to the side, Peter looked to his friend for a nod. There was none. They knew this drill well.<p>

Behind them, there was a great _swoosh_ as Warren's wings swept up the room's air, carrying him up into a graceful dive. His lithe shadow passed over Peter as his skin went silver. Somewhere behind them, Kurt was coiled and ready to strike. Fifty feet above them, waiting behind a screen of bulletproof glass, Professor Xavier watched them all, his hands poised above the room's controls. He keyed in a command, and the room came alive.

In the walls, the sound of whirring gears echoed all around them. Logan's heavy breathing filled the room as his claws came out, bursting out of their sheaths live oiled knives. He brought them to his face, sizing up his first foe in the space between the blades.

Pouring from the passages in the walls, they tumbled out in a wild drove. Each one scuttled about on four spider-like limbs topped with razor-sharp pincers of gleaming steel. They moved to the rooms far corners, surging and bounding on their metal legs to surround the four.

Before they could charge, Warren was on them. He swooped down in a sharp arc, tumbling and spinning, and grabbed one by the leg. Coming down for another pass, he hurled it down into the churning fray. The drones scattered—all at once, they turned their weapons up to fire at their winged assailant, but he soared out of their reach before the blasts could touch him. The others took their cue.

Logan vaulted into the thick of it, bringing down his claws in one mighty stroke after another. Sparks flew as steel broke and bent under the deadly adamantium blades. Thundering clangs echoed out as Peter brought down his steel fists, pounding his foes into submission with ease. In a puff of sulfurous mist, Kurt came falling from the high ceiling and laid down a drone with an elegant kick—only to vanish into the smoke once more.

The seconds blurred by as the four friends fought back to back. The floor was a frenzied mass of white feather and glinting metal, of churning black smoke and blue fur. As the last drone went down, Logan cast his eyes around in a wide circle, looking for movement. Peter came to his side, his steel skin becoming flesh again.

"A good day's work, _tovarisch_? Well fought, I think."

Logan sniffed in disgust.

"Didn't even break a sweat."

He looked up to a high corner of the ceiling. Professor Xavier's stooped frame cast a shadow against the glass. A bank of flashing monitors bathed his face in light as he contemplated his students. He lingered for a moment, then turned and rolled away.

Logan's eyes narrowed. In moments, Kurt was at his shoulder, sensing his unease.

"Please, _mein freund_, don't hold it against the Professor. You know how much he has on his mind right now. I've felt it ever since the incident with Jean—her leaving has not made it easier."

Logan scoffed.

"Right. Since she and Summers went off _soul-searching_. I don't know how Charlie sleeps at night."

Kurt saw through his friend's cynicism easier than most.

"You talk a good game, Logan. But we all know how you felt about her, _jah?_ You are taking it harder than the rest of us, I think. We all have our ways of coping."

Peter and Warren moved towards the heavy steel doors leading into the mansion. When they were gone, Logan jerked a thumb towards the space where Warren had stood.

"What about Blondie over there? The way I here it, he's been tryin' to weasel his way into Jeannie's pants ever since she showed up here. He took off for years, then suddenly shows up again when it looks like he might lose his precious piece o' ass for good this time. What'cha think about that, Elf?"

"I think it will take time for things to go back to how they once were. I think _Herr _Warren wants to help his old friends as much as the rest of us do. This place made him who he is—I think our run-in with the Shi'ar showed him how fragile it all truly is, _nicht wahr?"_

"_Fragile_. Right. I swear…how Chuck could take in a stuck-up little putz like that, I'll never know."

"Logan…I know how much you care for her, but please—we did not make it back from our last battle alive by fighting each other. If we're going to make it any further, we must work together."

Logan raised an eyebrow.

"You know, Logan—back in Bavaria, having a place like this to call home was like a fantasy to me. Having friends at my side that would fight to protect me, as we did for Jean…this is something that I never knew. "

"You know how close we came back there, Elf. You think it's worth it?"

"Always, Logan_._ Always. Whatever happens down the path, I do not want to lose my new home. It means more to me than you know. What about you, then? I doubt our Jean is the only reason you stick around."

Logan turned away and didn't answer.

* * *

><p>The grounds were quiet as they made their way up the steps, their backpacks by their side. The sun shone faintly through the gathering clouds.<p>

Scott turned to Jean. "Well?" he said.

Jean smiled. "You know the Professor. He knew we were coming back before we did."

Suddenly, the whole walkway was bathed in pure golden sunlight as the clouds drifted away, lighting up the grass in a brilliant shade of emerald green. Scott knew who it was—he didn't even have to look up.

"By the Goddess!" the voice came from above. "Jean, is it really you?"

As graceful as a dancer, Ororo touched down gracefully, her white hair billowing behind her as wind shook the leaves. Before she could say any more, Jean threw her arms around her, and the two of them collapsed into a fit of joyous laughter.

Not five seconds passed before a puff of smoke cut the air, and Kurt came tumbling out to join them.

"Scott, _mein freund_!" he cried. "You're back! And you brought a redhead!"

Scott grinned as he clasped his friends furry hand.

Off to the side, Peter was already on his way, pushing the Professor's wheelchair along as fast as he could. Warren glided ahead of them, his laughter echoing out from above.

"Well it's about time!" Warren called out to his old friends. "We needed a pretty face around here! Hell, Logan was starting to look good to me!"

"Jean! So good to see you again, _devushka_!" Peter's long arms pulled them close in a boisterous embrace. Laughing, Scott struggled to break free.

As his students welcomed their wayward friends back home, Charles Xavier looked over them all, allowing himself a rare smile. A warm welcome—it was one maneuver that couldn't be learned in the Danger Room, but one that the X-Men never failed to perform flawlessly.

Finally, when their welcomes were done with, Scott and Jean noticed their old mentor sitting off to the side. Xavier gave them both a crisp nod.

"Scott. Jean. It's good to have the two of you back. I had hoped that we wouldn't have to go too long without you."

Scott shook his head.

"This is the only home I've got, Professor," he said. "Nothing's going to keep me away. Like it or not, you're stuck with me."

"With both of us," Jean chimed in.

At the far end of the yard, far away from his teammates' prying eyes, Logan watched them make their way up to the mansion's doors. He lowered his head and let out a long sigh, wondering what there was to say. Even from there, he could see the light playing off of Jean's hair.

"Good to have you back, Jeannie," he said to no one in particular. "Don't know what I'd do without you, darlin'."

* * *

><p>The evening passed in a blur, as the old friends crowded around the mansion's high table, talking all the way through dinner and into the night. A few hours after midnight, Scott and Jean made their way to bed. They were asleep almost instantly, collapsing into a warm embrace under the sheets. The hours ticked by, and their wasn't a sound in the room. Not a sound…<p>

* * *

><p><em>Jean knew the dream well.<em>

_First came darkness._

_It stretched out, formless, without beginning or end. She tried to close her eyes, bracing herself against the black void. She twisted, writhed, cast out ever further into the churning distance along some invisible wind._

_Then out in the distance, the stars came, winking into existence one by one. Their light grew brighter, shining out like gems buried in some endless black sea. Even in the dark, she could feel their heat against the cold of space. Through the deep night, the light called to her. She stretched out her hand, ready to answer…_

_Then came the fire._

_With one mighty breath, the flames unfurled and stretched out across the darkness, carrying her in a graceful flight. She could feel talons forming, ready to rend moons and planets asunder. In a voice like a thousand ravenous birds of prey, the Phoenix screamed…and she screamed with it._

"_No…" she wanted to yell. "Not again! This isn't who I am!"_

_Still, the Phoenix's wings carried her through that endless night, past silently drifting planets and asteroids._

_Then she saw it: a planet left black and lifeless, as if scorched by flame. On its surface, she could see towering cities buried in ash. A dead world, gone long before its time._

"_What could have done this?" she wondered. "Some kind of war, or…"_

_With terrible certainty, she recognized the planet._

"_My god, it's…it's _D'bari! I_ did this!"_

_Overcome with shame and revulsion, she wanted to bury herself far away, where the screams of D'bari's dying children no longer haunted her dreams. But she couldn't look away. The Phoenix dragged her closer to the planet's charred surface._

"_Why do you keep torturing me with this? _Why?_" she screamed._

_Then the Phoenix spoke, its voice shaking her to the core._

"**This place is a part of your past, human…a part of **_**our **_**past. The story of the Phoenix is not yet over. The time has come to confront it."**

"_But _how? _How can I confront something that nearly destroyed everything I love?"_

"**The power of the Phoenix never left you, Jean Grey. It is the light that awakened a thousand lifeless worlds, the fire that brought down a million towering empires. The Phoenix fears nothing, and bows before none."**

"_But I'm not the Phoenix!"_

"**But awaken yourself to its cleansing fire, and all things are possible. The time has come to confront the scars of your past, human."**

_Jean closed her eyes and felt a warmth like a great hearthfire washing over her._

"**It is time."**

"_Yes…it's time."_

* * *

><p>Under a clear night sky, Jean stood on the lawn outside the mansion. She could feel morning dew under her bare feet. The sun would be up in hours. Scott always woke early. Soon, he would wake up alone.<p>

She closed her eyes, remembering the dream one last time. She saw D'bari, dead and desolate, framed among an endless field of stars.

_The Phoenix took me there once. It can take me there again._

She looked up at the night sky, forming the path in her mind.

Out in the distance, flames spread across the sky, unfurling like the wings of a bird. She exhaled, willing the flames to condense and reform. From the ground, she could see them spinning and whirling, forming a new shape: a tunnel.

_It's time,_ she thought. _Now or never._

From the starlit darkness, the tunnel beckoned to her. She felt flames spread across her arms as she lifted herself into the air.


	3. A Voice from the Shadows

_**(Author's Note: The events of this chapter take place slightly before the events of the previous chapter)**_

**Chapter 3: A Voice From the Shadows**

A quiet Thursday evening at the hospital, and the hum of Manhattan traffic faded out through an open window. Dr. Ethan Fabian took in the vanishing sunset. Down below in the parking lot, the doctors of the day shift called out to him as they made their way to their cars and lit cigarettes. Fabian sighed as he made his way over to close the window. His shift was almost over—just another few hours of evening rounds, and the night was his.

He glanced at his clipboard, mentally marking off the patients at the bottom of the list.

_Wallace. _A new patient checked in for acute anxiety, currently undergoing evaluations for prescription.

_Whitney. _In the ward for two weeks after a suicide attempt, showing signs of progress.

_Wyatt. _In the ward since Monday, history of instability, possible schizophrenic.

All simple enough, but the last name gave him pause: _Wyngarde_.

Jason Wyngarde had been brought in six months ago. His handler had given Fabian and the others the patient's name and made few offhand remarks about some incident at a club in Manhattan. Coupled with the cash under the table for giving the man a place at the psych ward, it had been more than enough.

He was brought in catatonic, and six months of scrutiny hadn't brought him out of it. In all that time, he hadn't spoken a word to the doctors. The handlers weren't eager to discuss it with the staff, but promised them a steady supply of cash for keeping an eye on him.

"Mr. Wyngarde is a valued member of out organization," they had said. "While he recovers, he will need the best care that your doctors can offer. Discretion is essential—my employer, Mr. Shaw, wishes to avoid undue scrutiny. I'm sure you understand."

The months had passed without a hitch, and the checks had come every week. Jason Wyngarde gave the doctors nothing but glassy-eyed stares, never struggling as nurses fed him in the morning and bathed him in the evening.

Fabian gripped the clipboard tightly, holding it close to his chest. The nearest corridor stretched out before him, empty but for the sound of a janitor mopping somewhere in the next hall. At the end of that hall, Wyngarde waited in his room, sitting like a Buddha atop a flimsy white cot.

_He's just another patient,_ Fabian told himself as he tried to steady his quivering hands. _He can't hurt you, he can't even speak_. Somehow the silence made it worse—whatever nightmares the man kept inside him, they were too terrible to share.

He could hear his ragged breathing as he put his hand the doorknob. He fumbled with the key, flipping it around twice before fitting it in. The door came open with ease…and Wyngarde was there, without a word to welcome him.

He hadn't been near a hospital barber in months. His hair hung down over his face like dark reeds, plastered to his face with sweat. With every labored breath, the dark strands moved. He had come into the hospital with an elegant pencil-thin mustache, but now a wild tangle of a beard crept over his cheeks and hung down past his chin. His eyes, expressionless orbs of dark glass, contemplated Fabian without malice or compassion.

Fabian stood up straight and gathered his notes.

"Good evening, Jason!" he said, working his lips into an uneasy smile. "How are you feeling tonight?"

Jason stared up at him, his breathing settling into a steady rhythm like a heartbeat. It took all of Fabian's willpower not to look away. He had looked into the eyes of delusional men and heard their echoing screams, but nothing had ever scared him like those empty eyes. He knew terror, pain, and rage, but this was something else—a mind like a void, reflecting back all that would look inside.

The silence hung heavy. Fabian shifted uneasily, moving his clipboard into his other hand.

"Jason, can you hear me?"

Jason's breathing sped up, gathering strength, but his gaze never wavered.

"Jason, you know I'm here if you ever need anything. We're all here to help you."

Fabian's voice trembled. Jason's stare was like a poised blade cradled in the steady hands of a killer.

Fabian backed up slowly, his hands feeling behind him for the doorknob. He slipped through the open space in the door, slid in the key, and shut it behind him. Even behind a closed door, he could feel the man's gaze on him.

Too many lonely nights in this place could give any man nightmares. Even awake, the nightmares followed you down every hallway. Every shadow hid watchful eyes full of hate. Every sound was a furtive whisper. At the center of it all, Jason sat waiting, shrouded in his silent dreams.

_They can't keep him here forever,_ Fabian thought. _They won't._

Whoever "Mr. Shaw" was, something told Fabian that he could afford the payments. If they bothered with cash under the table, they still needed him for something. If they bothered with secrecy, someone else wanted him too. To someone, Jason Wyngarde's usefulness hadn't yet run out. Behind those shadowed eyes, there was something that bricks and mortar couldn't hold.

Fabian made his way down the corridor, his feet picking up speed. In the next hallway, another patient was waiting. There were hours left in the night shift—Jason Wyngarde could survive another few hours without his attention.

Fabian's eyes found their way to the row of doors around the nearest corner as he ran through the notes on his last session with Wallace.

* * *

><p>Behind him, away from prying eyes, a dark shaped moved through the shadows. Not a sound echoed through the empty hallway.<p>

Behind a locked door, his mind cried out.

_You…can…hear…me…_

Drifting free, the thought went out.

An empty mind, scarred beyond recognition. No human psychic left a wound like that. The Phoenix left its traces far too easily.

Wyngarde was awake. A mind like that…even wounded, perhaps it was salvageable.

The thought went out again.

_Still…here…still…awake…_

It was a dull impulse, like the twitching limbs of a dying man. Even in a dying mind, great power could be found. Power—it burned dully in every nerve and vein of the man's withered body.

A mutant. Like Grey, before all of this began. Twist it just right, and that power became a weapon. The Phoenix knew that—with Grey's mind and body at its command, it left D'Bari in ashes. To bring the Phoenix down, it would take the same path. Somewhere on this planet, a human host waited.

Wyngarde's mind called out, echoing out in the yawning void of the psychic plane, waiting for another voice to call back. For the first time, the Wraith answered.

"**It's time, human. Last time, the Phoenix left you an empty shell. Now, retribution beckons"**

The shadows grew and spread, unfurling across the hallway like tendrils of smoke. From behind the door, Jason could sense them.

For the first time in six months, his dry, cracked lips parted, and a voice escaped.

"Yes…it's time."

Through the crack under the door, the dark shape entered. It reared up like a great black pillar, stray tendrils stretching out like claws. At the heart of it all, he could feel eyes on him like burning coals, staring into him and through him.

"**Show me what you saw, human. Show me the **_**thing**_** that did this to you."**

A lone tear rolled down Jason's cheek. In six months, the image of the Phoenix had never left his mind. In this place, he only dreamed one dream—every night, the Phoenix haunted it.

"Wings of fire…wings of fire…"

He felt the flames on him again, saw a red-haired woman laughing over him as bolts of light caressed the curves of her body. He stared into those empty white eyes and felt his mind go numb.

"**The Phoenix destroyed more than your mind, human. But even a power like that can be brought down. Before the universe began, destiny made the Phoenix my enemy. Now, our battle begins again."**

Then Jason saw another vision: endless darkness, silent and cold, a distance too great for any human mind to measure. Jason closed his eyes and let it enfold him—a perfect void, where the Phoenix and its flames would never reach him.

Then he saw it.

At the center of it all, there was a pinprick of light exploding outward. In every direction, waves of light raced into the distant shadows, lighting up the void with the glow of orbiting stars.

Jason closed his eyes, feeling for that blessed cold, willing the lights to fade away again. He drifted, feeling his body wither, and the darkness spoke to him.

"**Do you see it now? In the lifeless void of space, without eyes to watch us, our battle began. Cold and darkness struggling with light and fire."**

Then Jason understood. In the flicker of the distant stars, in the spark that gave them life, he could feel the Phoenix. Its endless hungry scream echoed out, framed by the flash of its fiery talons.

"The spark…" Jason breathed. "The spark…"

The darkness spoke again, a whisper like a mighty chorus.

"**The spark at the beginning called the universe to life with its voice of great fury. They called it 'Phoenix'—the beast destined to die among the flames and be reborn anew. But what of the darkness that came before? The shadows that the spark arose from?"**

"You…"

"**The ones who felt my presence called me 'Wraith'. The avatar of the void between the great lights. The all-consuming shadow from before time had meaning."**

Jason stretched out his hands, feeling for the source of the voice, trying to bring himself closer to it.

"**In the beginning, the Phoenix arose from the depths of the abyss to bring light to the darkness. Now, it has taken a human host. In the path of its great flight, stars grow cold and planets turn to ash. The time has come, Jason Wyngarde—to preserve the balance, the Phoenix and the Wraith must meet in battle once more. The Wraith must take a human host to balance the scales."**

Jason could feel the cold closer to him than ever before. It was in every breath he took, in every movement of his atrophied heart. He let it fill him to the core. In his room at the hospital, his limbs gave a violent twitch, reaching into the empty air.

"The Phoenix…it showed me the darkness between the stars. It made me watch, after I tried to make Grey fight for me. It tried to drive me mad."

The Wraith was silent. Jason could feel its eyes boring into him.

"I felt the void at the center and watched the galaxies orbit it. I'm not afraid of the darkness. But the Phoenix…"

"**There is only one with to kill the Phoenix—with the darkness that it arose from."**

Jason shut his eyes and let his body go limp, saving his strength for what he knew had to come next.

The shadows around him drew close, winding in and gathering at the center like a great spear, positioned an inch from Jason's heart. Jason drew one last breath as the Wraith entered him, then went silent. He felt it burying itself inside him, felt it stopping his heart and driving him forward with a force like nothing on Earth.

With a sudden crack and a grinding of metal, Jason tore the door to the room from its hinges and watched it tumble to the floor, twisted and broken.

Under harsh, flickering lights, Jason stood. His lips twisted into a smile, and with a wave of his hands, the lights went out.

* * *

><p>Fabian dashed out of his office as the crash rang out through the hospital's halls. Three orderlies dashed around the nearest corner, meeting him as he fell into a panicked stride.<p>

"Doc, what the hell's goin' on?" one orderly demanded.

Fabian shook his head in confusion.

"I just finished a session on that hall about ten minutes ago."

The orderlies stopped and turned to look at him.

"_That_ hall?" one of them asked.

Fabian nodded.

"Christ…is that where…?

Fabian nodded again.

The orderly exhaled and brought a trembling hand to his face.

"You remember what the guys from that club told us when they passed out the cash! If it is him…they told us we couldn't call the police. 'Complete discretion', remember?"

"I know what they said."

"Goddamn muties… The second I saw the bastard, I knew he was one of 'em."

Suddenly, the conversation stopped. Up ahead, a row of darkened lights caught the men's eyes.

Then another row flickered and went out, throwing shadows across the floor and walls. Then another.

The men turned around, ready to run. On the other side of the hall, they saw more lights going out, each row closer to them than the last. They stared into the gathering shadows.

Fabian's voice shook.

"Can…can you see the end of the hall?" he murmured.

The orderlies didn't answer.

There was a rattle from the nearest window, like clawed fingers drumming a restless beat against the glass. The window was like a sheet of frozen tar, nothing visible outside.

Fabian let out a breath and watched it fog up in front of him. His fingers, trembling silently, went numb with cold.

"Alright…" he heard an orderly say. "The front door is just fifty feet away. Everyone knows the way there. We can make it. Right?"

He didn't get an answer.

Fabian saw a shape moving silently in the dark. From both sides, long tendrils of shadow slithered and twisted along the walls. There was movement on the ground, coming closer with every second. A thousand twitching shapes moved across the floor as one, twitching and flailing.

The orderlies were the first to run. As they left the light, the shapes sprang up. Two tendrils lashed out from the walls to grab them, pulling them by necks and ankles into the distance.

A third went down thrashing and screaming as the shapes on the floor covered him. As they came closer, Fabian could make out dripping fangs and glittering clusters of eyes topping eight spindly legs on each—spiders, each one three inches across.

Fabian looked left and right, looking for a clear path where there was none. He pressed himself against the wall and shut his eyes tight. If death would come, let it come quickly. Don't give them the satisfaction of pain.

As if from miles away, he heard the orderlies cry out, their screams slowly choked out by a chorus of hissing breath through a thousand pairs of fangs. He could hear tiny spine-tipped legs furiously scuttling and scraping across the floor, rising to the walls around him.

Then he heard the voice.

"**Illusions…"** it mused to itself. **"Lehnsherr called me Mastermind when I fought with him. I could make men see whatever I wished—mere parlor tricks, but they served me well. But with the Wraith inside me, the possibilities are endless."**

It came closer. A breath colder than any wind brushed his face. The man spoke to him in a voice like knife against bone.

"**How does it feel?"** it asked. **"The Wraith feels the beating chaos of life. He brings this world's wayward children back into the darkness. Your souls feed him well…"**

It was the fist time he had heard the voice, but he knew who it belonged to…

"**Now look upon me, one last time."**

He opened his eyes, and saw Jason Wyngarde staring at him with eyes full of hate.

His hospital clothes were gone, replaced by a ragged black robe that hung limp across his skeletal frame. He hovered effortlessly a foot above the ground, shadows following him like stray sparrows. He stared down at Fabian, rearing himself up to full height. Slowly, purposefully, he raised one bony arm.

His voice filled the halls, beckoning to anyone still alive to hear. With every word, Fabian's skin crawled.

"**Hear me, mortals!" **he called out. **"No longer am I the man you once knew! I am the Shadow! I am Oblivion, and Death incarnate! Now and forever, I am the Wraith!"**

The shadows were closing in around him like billowing smoke, the cold like a jagged knife. He felt a hand caress his cheek, and all was numb.

* * *

><p>A mile below him, the clamor Manhattan's evening traffic echoed out, dots of light making their sluggish way though streets lit by moonlight. His new black rags unfurled behind him as the city block's buildings faded behind thin wisps of cloud.<p>

Over the horizon, the smoke of a distant highway mixed with gathering storm clouds, the echo of thunder far away from Manhattan and her sleeping children. He could feel the electricity in the cloud's dark underbelly.

The last feeding had given him strength for days, for weeks. Another day, there would be time for chasing horizons. Today's destination couldn't be reached by flight.

Somewhere far from this world so full of life, a dead one awaited him. There, the Phoenix would know death, walking among the silent graves of the ones she had killed.

He raised its hands and felt the shadows rise up far above him, unfolding and coming together in a tight spiral. They unfurled and came together, stretching out like a great tunnel. He knew where it would lead.

Leaving Earth far behind, he crossed the tunnel's threshold and let it close behind him.


	4. Hammer and Anvil

**Chapter 4: Hammer and Anvil**

From orbit, every planet was a rare gem. Since the academy, Kall'dr Senn had seen too many to count.

Every shade made them unique: the great emerald crests of hills and forest land, rippling waves of sapphire ocean, deserts of deep red wracked by wind…

In orbit, even the traces of the bloodiest battles disappeared. Smoke rising from city foundations, dead men buried naked and cold—all gone in the rising drift of the nearest star, land and ocean buried in shadow like a waning moon.

There was beauty in every planet seen from space. On the surface, every place teemed with more life than a warrior would ever see. The courageous, the wise, the men of honor. The dreamers, the death-seekers, the mothers cradling sleeping young in steady arms. They walked the burning fields with tear-dimmed eyes, buried their dead and sang their songs, waiting for it all to pass.

Kall'dr Senn had left far too many worlds behind him. The academy had drummed it into him one time after another: a soldier's service never ended. The battlefield was the only home he would ever know. Another one awaited him after the dead were buried.

"You're sure this is where we'll find her?"

Lieutenant Las'karr's voiced snapped him back to focus.

"It's the best chance we've got, Lieutenant. This is a primitive world. If Grey runs, she won't get far."

The Lieutenant's eyes strayed to the largest window of the bridge. He was silent, but Senn could guess his thoughts.

"Beautiful," Senn said. "Isn't it?"

"An enemy planet, sir. It's not my place to say otherwise."

For a moment, there was a trace of sadness in the weathered lines of the General's face.

"_Enemy…"_ he said wistfully. "When you've seen as much death as I have, brother, you won't use that word so lightly."

"What of the mission, sir?"

"Grey's death is unavoidable, Las'karr. But I am in no hurry to start a war. If blood must be shed, so be it. But we will plan our attack with care."

"Yes, sir. I've reviewed the files sent by your allies in the intelligence service."

"And?"

"From what Lilandra knew, the X-Men were based somewhere in the Northern continent. A place called 'Westchester'. We have the coordinates in our database. Is that our target, sir?"

"I've seen data. Westchester is a small target. It's isolated. An easy place to run from. I have no desire to start a manhunt. If we track her across half the planet, innocent humans could end up in the crossfire."

"Then what do you suggest, General?"

Senn keyed a command into the nearest terminal, and a holographic display came up: a bustling spider-web of sun-baked asphalt streets filled with small, fuel-burning ground transports. Looming above, a thick forest of steel and glass towers cast long shadows across the horizon, glowing neon signs reflecting off the surface of a nearby bay. At the edge, a sea-green statue was perched on a small island, holding a torch high to the sky.

"I know that city…" Las'karr murmured.

Senn nodded.

"The humans call it 'New York'. It's the largest population center on their planet. A short distance from Xavier's stronghold."

The Lieutenant was apprehensive.

"You want to make a strike there, General? That's an act of war! The human leaders would never tolerate a move so bold!"

Senn shook his head.

"I know that all too well. It's what I'm counting on."

"Sir?"

"Westchester is a remote area, but they could never ignore a fleet poised to strike their largest city. Our demands are simple: we want them to turn Grey over to us. Nothing more. Do you think they would risk an attack on their largest city to protect one woman? New York isn't a target, Lieutenant. New York is a hostage."

"If it should come to a battle, the men are behind you at every step. They would never have come this far if they weren't ready to give you everything."

"There's no going back. We all know the stakes. If the humans choose to start a battle, the blood is on their hands, not ours. I swore to protect the Empire from any threat, and I won't forget that pledge. Our choice is simple—the Phoenix dies today, or we die fighting it."

Las'karr took one more longing look at the bridge's window. The sun was rising over Earth's curved horizon. City-sized wisps of cloud drifted ghost-like over deep-blue waters, cloaked all around in endless black mystery. Down there, the Phoenix was waiting.

How could a place so beautiful conceal a being so terrible?

* * *

><p>All voices went silent when Nick Fury strode into a room. His one good eye stared up at the assembled men, set into a weathered face under close-cropped dark hair streaked with grey. His voice was hard and clipped.<p>

"What do you know?"

There was a rustle of paper as the President's advisors reached for files spread out around the conference table. President Cameron, standing at the far end of the room, was the first to speak.

"The signal they sent us is like nothing I've seen, Director Fury. The technology is extraterrestrial, we know that much. It didn't take long to reach us."

Fury's eye darted from right to left, sizing up the men at the table: there was Gyrich from the National Security Council, sitting at the head of the table with representatives from the Army, Navy, and Air Force. Good military men, but no one with reason or experience to walk into a fight with Shi'ar.

SHIELD was the last organization called in. It always came down to this. Fury was a loyal watchdog—he'd come back from fights most men never lived to tell about, but he wasn't born for speeches and medals. When they brought him to the front, it could only mean one thing: they were dealing with something they didn't understand. This would be anything but a straight fight.

Without waiting for permission, Fury dug a cigar out of one of the pockets lining his black uniform. He kept the lighter resting in his hands, flicking the lid back and forth absentmindedly.

"A message, then. Show me what they're telling us."

"Gyrich?" President Cameron turned to the table and gave him a nod.

Gyrich tapped a button on a nearby projector. The screen closest to the table came to life.

The face on the screen was humanoid. Black, predatory eyes were set into an olive face topped with a conical plume of dark hair splayed out like feathers. A deep cut covered one eye, long since faded into a permanent scar.

_Any deeper, he'd have lost the eye,_ Fury thought. There was no mistaking a gaze like that. They were soldier's eyes, pain and fear long since abandoned for pure steel determination.

The figure spoke:

"I am General Kall'dr Senn, forever a servant of the great Shi'ar Empire. To all within range, I issue a warning and an ultimatum. Assembled in orbit above your planet, I command no less than fifty armed warships, ready to deliver a lethal strike on my order. My men have travelled far from home to carry out this mission—they will see it carried out if it costs them their lives."

Under the table, Fury's fingers curled into a tight fist.

"Son of a bitch…" he murmured, understanding instantly.

"It's not an attack. He's making demands."

Senn continued.

"In a settlement called 'Westchester', a band of terrorists called 'the X-Men' make their stronghold. There, they shelter a fugitive from the Empire's justice. Her name is _Jean Grey_. By coming here, she defies the most sacred commands of my people's courts. She has committed foul atrocities, and innocent beings have perished by her hand. The Shi'ar demand justice."

_When soldiers want justice, _Fury thought,_ they do more than demand_. He knew what was coming next.

"Our terms are simple: you have 24 Earth hours to deliver Jean Grey to us. If you defy us, we are prepared to strike the city called 'New York'. If humans die in the crossfire, their blood is on your hands. We will make no bargains, and we will accept no other payment. You will give us Grey, or your cities will burn."

The screen went dark.

Fury's eye narrowed into a slit like a knife-wound.

Gyrich broke the silence.

"The message came about three hours ago. One of the boys at SETI picked it up from long-range and forwarded to the Oval Office. We've been tracking it since then. The signal's spreading. Every cable and antenna on the Eastern Seaboard can pick it up. In less than an hour it'll reach the West Coast."

Fury scanned the military men assembled at the table. With one lithe movement, he lit his cigar and raised it to his lips.

"You brought the grunts in…" he said around the pungent bundle of paper and tobacco.

"This gonna be a stand-up fight? Are we ready?"

Gyrich shifted uncomfortably in his chair. Fury noticed the movement in the corner of his eye.

"You got an objection, Hank?"

Gyrich reached up to remove his dark sunglasses, carefully folding them and slipping them into an oblong case. His eyes were ringed with red.

"Nick, you know what this means. I never trusted those…those…"

Fury scoffed.

"Don't step around it, Gyrich. Everybody knows you'd have gassed the muties years ago if somebody gave you the chance. What the hell do you think this is? Your free golden ticket? Tell me what you really want!"

President Cameron took a step back from the table as Gyrich leaned forward.

"I know how much time you spend with those freaks, Fury! You and the rest of your goons in that bureau full of crackpots! You spend so much time looking down, you forget about the people on the street you get that fat salary to protect! You heard the terms, Nick. We all have a choice to make."

Fury threw the cigar to the side.

"You think I forgot? What about you? I know what's on your mind—you want to throw an innocent woman to that bastard! For what? You trust some thug with an army?"

"You see the enemy hovering above you, but what about the one shaking your hand? I've had my eyes on Charles Xavier for years—the man has a private militia backing him up! He trains them in a fortified base and calls it a _school_! Hell, you've seen the man's files! He's had ties to Erik Lehnsherr since before he hit Cape Citadel! Do you know what kind of people you're protecting, Fury?"

Fury brought a fist up. Papers trembled as he slammed it down on the table.

"Gyrich, I ain't got time for your doubletalk! You say you don't trust anyone, then you think you can just _buy_ trust with Jean Grey's hide? Stow your paranoia for a second! If the Shi'ar hit New York, we're all going in the fire together! Humans, mutants, and everyone in between! These are the people I swore to protect when I joined SHIELD! I didn't take an oath so I could bend over for a goddamn tyrant!"

It was President Cameron's turn to speak.

"Fury! Gyrich! Both of you stand down!" he bellowed.

Fury sat down, one trembling hand gripping the table's edge.

"Now…" the President said when the air cleared.

"This isn't a simple choice. I won't pretend otherwise. But no matter how bad it gets out there, we are _not_ going to be reduced to this! You saw the message. These people have unity on their side. If we're going to survive this, we need the same resolve. Is that clear?"

Fury and Gyrich cast suspicious glances at each other, then both nodded. The President moved to the head of the table.

"Director Fury's right about one thing, gentlemen: negotiation is not an option. With that kind of threat at our backs, we can't subject ourselves to demands—we need a show of strength. When the battle starts, we need to make the first strike."

He turned to Fury.

"Fury, you told me Xavier's people are familiar with the Shi'ar. Whatever knowledge he gave you, you have to pass on to us. He trusts you. Whatever you have to do, we need all available information on how to fight them."

"Understood, sir."

Fury got up and left the room. The President turned to Gyrich.

"Henry, I know you never wanted to take this step, but right now we haven't got a choice. You've got a direct line to our best chance at driving them off. You know what you have to do."

Gyrich nodded.

"It's time to call the Avengers."

* * *

><p>After two years in the mansion, the sound of klaxons put every sense on high alert. Steve Rogers stood up straight when the screaming sirens echoed through the halls, every muscle braced for a coming fight.<p>

He strode to the nearest terminal, pulling a palmtop communicator from his jacket pocket as he went. The icon at the top of the screen told him all he needed to know: Red Alert. That kind of signal could only come straight from the Security Council.

Steve threw off his outer jacket and pulled his mask over his face. A silver star stood out embossed on a mesh of blue Kevlar striped with red and white. Steve Rogers was gone. Captain America stood in his place.

He keyed in a simple command in his communicator, wiring the incoming message into the mansion's sound system. With that, he raised the device to his mouth and gave his teammates a simple two-word order that they knew all too well:

"Avengers! Assemble!"

Around the next corner, he saw Henry Peter Gyrich's stern face appear on the communications terminal. With steady hands, Gyrich snatched up a pair of silver sunglasses and slid them on. His eyes hidden by the glinting reflection of the nearest wall, he stared up at Steve and spoke.

"Alright, this one came straight from the President's desk. He's with the Joint Chiefs right now—they're ready to move ordinance over to Manhattan. You studied the message?"

A dark-haired man in a red silk shirt came strode up behind Steve, pulling up a holographic display from his communicator. Kall'dr Senn came up on the hologram, lines of light etched across the contours of his face.

"I got all I could get you, Hank." Tony Stark said. The hologram cast a glow against his dark goatee and tanned face.

"My tech got a bead on the ships. They're making a descent—they ain't here for a summer dance, I can tell you that much."

Tony tapped a three-button command into his communicator. Kall'dr Senn's face vanished, replaced by a cross-section of three Shi'ar battleships in tight formation. A flat-edged bridge stretched out, weapons banks spread across two massive wings. A swarm of fighters traced glowing paths around the ships like electrons around an atom. The fighters were insectoid, with cockpits like multi-faced eyes surrounded by six lasers mounted on spindly metal arms.

"Right now you people don't know much more than we do." Gyrich continued. "When the ships come down, they'll have a row of tanks to meet them. The commander at Hancock's scrambling fighters."

"Against Shi'ar?" Tony was doubtful. "The way I hear it, their troops nearly took down the X-Men six months ago. They're throwing a fleet at us now!"

"Don't get shaky on me, Stark!" Gyrich snapped. "The boys on the ground are doing their part, now it's your turn."

"We're there as backup, Tony." Steve said. "We'll see who takes the first shot."

An unmistakable booming voice echoed out from the next corridor.

"If these curs want a battle, I'll give them one for the ages!" Thor yelled.

"The people of this world took me in! The Son of Odin will not suffer invaders!"

"Stark, I swear to God! If you don't put a leash on Blondie, those Shi'ar clowns are gonna have Lexington Avenue in flames by midnight! You're backup, nothing else! No one wants a war! The Shi'ar only came for one person!"

Steve's eyes narrowed as he slid an arm through the handle of his shield.

"You can forget it, Gyrich!" he said. "The Avengers may not see eye to eye with Xavier on everything, but we're not about to stab the X-Men in the back! If they want Jean, they'll have to go through us."

"Dammit, Rogers!" Gyrich screamed. "For the love of God, don't do anything stu—"

His voice cut off abruptly as Steve switched the terminal off.

He looked around at his two companions. If they had an objection, they didn't show it.

Tony's communicator gave three quick beeps, and the name "Edwin Jarvis" flashed across the screen. The butler's elegant falsetto came though.

"Master Tony," he said. "I took the liberty of informing Mr. Wingfoot of the current situation. We have a Quinjet primed and ready in the hangar. Mr. Pym, Ms. Van Dyne, and Mr. Barton are _en route_. Shall I tell them to prepare for takeoff?"

Tony looked to Steve for approval. Steve gave a curt nod.

"Good thinking, Jarvis. Give me two minutes to suit up, and I'll join them. The Shi'ar are coming down over Manhattan—we need to get there, fast!"

* * *

><p>The message was coming in strong from every angle.<p>

"You will give us Grey, or your cities will burn." With that, the message ended.

Peter's brow knotted with anger as the Shi'ar's voice came in through the monitor. Logan's eyes were locked into a hard stare full of dull fury. He paced back and forth across the room, swearing under his breath as he went.

Professor Xavier rolled into the room. His bare forehead was creased with deep lines of frustration.

"You know what this means," he said curtly. "We've seen the Shi'ar in battle—beside them, and against them. We know what they're capable of. The mansion is no longer safe. Not for Jean, or for any of us."

"Herr Professor!" Kurt yelled out from the hall. There was a puff of smoke, and he bounded down into the middle of the room. His tail snapped and whipped back and forth across the floor.

"Professor, a second message just came in! It's Steve Rogers at the Avengers' mansion! He's sending us a warning."

The Professor wheeled himself over to his computer and tapped three keys. Kall'dr Senn's scarred visage disappeared, and Captain America's face filled the screen.

"This message is for Xavier, and anybody else listening. Alright, I know you got the message from that Shi'ar general—Fury and Gyrich sent it to half the boys on SHIELD's payroll. Listen closely: we're heading to Manhattan in the Quinjet. When the shooting starts, we'll be on the front lines. We'll hold the warships off as long as we can, but _you_ need to keep Jean out of their way! Whatever happens, we won't fall back. But the Shi'ar aren't the only ones you need to worry about."

For a moment, the Captain paused, considering his words carefully.

"Look, you know we're on your side. But if some of the suits out there had their way, they'd hand Jean over as a bargaining chip. You can't let that happen! Stay sharp, and keep a low profile. Rogers out."

The screen went dark. All eyes in the room turned to Xavier.

"This is a decision we need to make together, X-Men. We can't let them get to us. But if the Shi'ar break through, none of us will be safe."

Logan's nose twitched as he glanced around the room. He gave a low growl.

"Summers has been gone too long. Where the hell did he get to?"

Just then, they heard the sound of feet against hardwood echoing out from the nearest stairwell. Scott rounded the corner. His brown hair was askew, and he had hastily thrown on a sweatshirt and a pair of Jeans.

"Professor!" he called out. "I checked every room in the mansion, and she won't answer any calls!"

The Professor put a finger to his temple. His body tensed and his eyes glazed in deep focus as his telepathy took hold. A moment passed. He looked up at Scott. His look of wide-eyed panic said it all.

"Wherever she is, she's out of telepathic range! Or someone's blocking the signal!"

Kurt leapt over to the Professor's side.

"Scott, what's going on?" he demanded. "What's happened to Jean?"

In the tense silence, there was a sound like a knife against a whetstone. Logan's claws glinted in the morning sunlight.

"She's gone…" he snarled. "The bastards took her…"

* * *

><p>The tanks cast pale, ghostly shadows against the bleached asphalt of Lexington Avenue. Against the rumble of their engines, the soldiers' barked commands in raspy voices parched by cigarette smoke.<p>

"Stay together! Keep the line moving!" a captain yelled out to a group of civilians. In groups of two, they made their way into to the beds of the army trucks, stumbling over the cracked gray cement of the sidewalks.

Around the next block, another tank made its way into formation. The jagged line of steel pulled taut, ready to meet the enemy.

"Sir, General Ross' battalion is here!" a soldier called out to his commander.

"The streets are clear!" another reported. "What are our orders?"

The seconds passed, and no reply came. Little by little, the chattering voices went silent.

"Sergeant, what are our…?"

The question faded into a low, wavering moan of fear.

Inch by inch, shadows moved across the street.

Out of the clouds, jagged, predatory shapes etched in glass and metal came into view.

"They're here…" someone whispered into a radio. "Now or never, boys."

* * *

><p>A grid of light rose above the Quinjet's control panel. Shifting, multicolored displays threw shadows across Dr. Hank Pym's face.<p>

"How's it look, Hank?" Steve asked, rifling through a locker bolted to the nearest bulkhead.

Hank adjusted the vest of his black and gold uniform and tapped a key on the terminal. The display zoomed out, showing a tight cluster of battleships massed over a row of tanks.

"I've been tracking 'em since we left, Cap. They're in formation now—it's been ten minutes since they moved. They're waiting for one us to make the first move."

At the other end of the passenger bay, Tony swore under his breath.

"They aren't blind, guys. They see the welcoming committee we sent 'em—Senn wanted a quick exchange. He knows that ain't happening, just as well as we do."

Thor tapped his hammer. His low, rumbling voice filled the cabin.

"I'd expect nothing less, my friend. Thine armies shall not back down, and neither shall their star-born foes. Blood will be spilled this day, bothers. This is a battle none can avoid."

"Easy, big guy," said a voice.

A door slid open with a sudden pneumatic _hiss_ as Clint Barton made his way from the cockpit to the passenger bay.

"Leave the fireworks to the grunts on the ground. Right now, we got stealth on our side. If the Shi'ar know we're here, they're ignoring us. We're right on the fleet's ass…"

"…Like a fly on a rhino, " Tony quipped.

Steve ignored the japes. He turned to Hank again.

"Hank, you're our eyes. What's their distribution like?"

Hank leaned into the holographic display.

"Mass formations like this are all the same. Something like this—it's no different than a beehive. Just gotta find the queen, and it all falls apart."

"Queen?" Steve asked.

Hank nodded, and cycled through the displays.

"They gotta get their commands from somewhere, and they gotta form around a focal point when the shooting starts. If we can get the drop on the one they follow, they all scatter, and we pick 'em off one by one. Pheromones or radio waves, it's all the same. I sent Wyatt the specs. He's tracking the formation leader."

Tony stretched out his arms, covered from shoulder to finger in shining red and gold metal, thick as a ship's hull and twice as hard. His limbs gave off a dull mechanical whir as he moved.

Thor shifted in his seat. His massive shoulders strained against his seat-straps.

"I mislike waiting, my Captain," he said impatiently. "When will we—"

Suddenly, the Quinjet shook, as if caught by a brief spasm. All eyes snapped to the windows, scanning the cloud cover for signs of movement. Somewhere on the distant ground, there were dull, blossoming flashes of orange and red.

"_Dammit…_" Clint hissed.

They all knew what was coming. Clint pulled his midnight-blue cowl over his head, grabbing for a quiver of arrows in the locker. Steve pulled his shield close. Tony tapped a command into his wrist, and a faceplate closed down over the front of his helmet. The slits over his eyes filled up with brilliant white light.

There was a low buzz, like flitting wings, by the door to the cockpit. A tiny shape stretched out and filled the doorway as Janet van Dyne drew herself up to full height. Her eyes darted back and forth among the group.

"It's time, boys!" she told them. "Wyatt's taking us in close. You got the plan?"

One by one, they nodded.

"Well, what are we waiting for?"

* * *

><p>Every flash of artillery filled up the ship's bridge like a great aurora, reflecting off every window and monitor. Kall'dr Senn took it all in, solemn and cold, like a priest surveying his altar and choir.<p>

Clusters of fighters broke out above the smog-filled skies, fanning out and diving for the streets before being torn apart by bursting shells from the ground. Battleships loomed up over human soldiers clad in green, masking the tanks in jagged patterns of shadow.

An ensign's voice snapped him out of it.

"Sir, the Terran artillery is closing formations!" the report came.

"What are our orders?" another soldier asked.

Senn whipped around to face the men on the bridge.

"Who is responsible for this?" he demanded. "Who fired the first shot?"

There was silence.

"General, the movement on the ground started without warning. It could have been anyone—one of us or one of them."

Senn knew that all too well. The first shot came easiest, before the lines of battle blurred and the casualties grew. By morning, the soldier behind the first cannon wouldn't be alive to tell the tale.

"Sir, should we move to assist the ships on the ground?"

Senn's eyes moved to the window across the wall. The waning Earth filled it up, keeping to its peaceful orbit as soldiers burned down below.

"Hold back, Ensign. This battle has only begun—our time will come soon.

* * *

><p>Sweat ran down Wyatt Wingfoot's brow as he nudged the Quinjet's controls left and right. The jet banked, rolled, straightened, and arrowed down as its glowing engines threw it into a mad dive for the ground.<p>

Clusters of fighters streaked past them, their insect-eye cockpits flashing with explosions from the streets.

The Avengers gripped the bulkhead tight, fighting to keep their footing. For a moment, the air outside the window burned as a laser missed the jet's hull by millimeters.

"The ship's in firing range!" Wyatt yelled over the intercom. "The leader, and about seven others! I can only bring us in so close, or I'm target practice! If you're gonna do this, do it soon!"

Steve nodded.

"Computer, open the bay doors!" he ordered.

The floor parted, letting in a great burst of wind. The battleship's slate-grey hull loomed below them, coming closer with every moment.

"God be with you, boys!" Wyatt yelled over the loud _whoosh_ of air.

"And girl!" Janet fired back.

"Worry about yourself, Wingfoot!" Tony called. "As soon as we're gone, bail out! We'll find our own way back home!"

Thor took the first leap. His mouth curled into a whip-sharp grin burning with wild anticipation. He slung his hammer over his shoulder, clasped hands with Steve, and carried him out. The air blew back his golden hair, and the wind filled his ears like a bard's song.

Steve looked back behind him and saw Hank and Janet making their way down. Their beating dragonfly-wings fought the rushing air currents, straining to keep pace with the massive ship. Farther back, the engines in Tony's suit flashed into life as Clint dangled from his steel-clad arms.

One after another, they touched down on the hull. Thor slowed to a graceful hover and dropped Steve down. Steve crouched, cat-like on the ship's armor, and let the pneumatic clamps from the ship's locker anchor him down.

_Where's that whiny "Parker" kid when you need him?_ he thought absentmindedly.

There was a resounding _wham_ of metal against metal as Clint followed suit, groping his way across the thick steel skin.

"How far?" he heard Tony's tinny, echoing voice in his ear.

"100 meters to the bridge, if our scans are right!" he yelled back into his communicator.

A few feet away, Hank and Janet glided back and forth. Tony's metal-rimmed eyes swept across the hull, searching for a weak spot in the armor. Seconds later, he made his way down and pointed to a spot marked in his visor-screen. Hank followed, rummaging frantically through a pack strapped across his back. Finally, he found what he needed: a circular, metal dish studded with four grasping pincers and topped with a screen and keyboard. He strapped the device down, and Tony spoke a command into his helmet:

"Activate! 15 seconds!"

The screen counted down, second by second.

_15…14…13…12…_

Hank and Janet leaped back. Steve and Clint braced themselves.

_8…7…6…5…_

"Stay together!" Steve called out. "The bridge is our target! Take out anyone in your way, but don't stop moving!"

2…1…

A tight fist of smoke burst from the hull, chased by grasping tendrils of flame. Somewhere behind, there was a sound of spinning gears and a high-pitched keening wail echoing out in steady beat—a laser perched on the hull.

"Tony, Thor!" Steve barked. "Their guns are targeting us! Draw their fire and take out as many as you can!"

"Aye, my Captain!" Thor bellowed.

"Got it, Cap!" Tony chimed in.

"The rest of you, follow me! We're going in!"

Steve and Clint crawled for the opening. Jan and Clint dived, sunlight glinting on their matching black and gold uniforms. The silence hit them like an open hand as they burrowed into the deep metal, far away from the sharp whip of the wind. One hand in front of the other, Steve gripped twisting wires and jagged steel, lowering himself down foot by foot. Down below, they heard footsteps quickening, rushing. Harsh voices shook the air—the Shi'ar were readying themselves.

Hank and Janet hovered for a moment on their beating wings, looking to Steve for a signal. He nodded—and together, they dropped.

"Take them down!" a voice cried out.

All around, the sound of sliding metal rang out as the marines brought their weapons up. Steve didn't wait for a cue—he whirled around and dove into the nearest marine, holding his shield out like a battering ram. A shrill _clang_ rang out as the Shi'ar's armor bent under the shield's hard vibranium edge. Dazed, the soldier flew across the hall and crashed against a bulkhead. In one lithe movement, he brought one gloved hand around to catch another soldier at the throat, and threw his shield across the hall with the other.

Clint was already behind him. His bow was in his hand, strung and primed with three steel arrows tipped with explosive capsules. His sharp, narrowed eyes swept across the hall, picking out one target after another as he let the arrows fly. The explosions knocked three marines off their feet and sent another's weapon flying from his hand. As the concussive blasts filled the hall, Steve's shield flew back and forth across the hall in a zigzag motion, knocking marines to the floor as it went.

At a far corner of the room, a flash of buzzing wings leapt up from the shadows as Hank and Jan drew themselves up to full size, flying in tandem like dancers. Marines fired wildly, but they fanned out, leaping out of the beams' paths with ease. Their flitting, glittering wings threw them across the hall as they sailed over the soldier's heads. Together, they brought their hands up, and long lances of golden light shot out from their gloves, lighting up the hall and cutting through the marines' armor like hot knives.

Steve snatched up his shield and turned to his comrades.

"No time to celebrate, Avengers!" he barked. "Keep moving! We have to get to the bridge!"

* * *

><p>Thor felt the rushing wind against his skin, cold and electric. His hammer resting easy in his hands, he whirled it around as easily as a baton, centering his aim on the nearest gun.<p>

Like a hot branding iron, he felt the air heating up around him—the guns were on him. Their fire lanced out, shimmering in a burning shade of red, filled with energy that could tear starship armor apart by bolt and seam.

Three bolts came in rapid succession, close enough to sear his skin. He gritted his teeth at the pain and turned about, staring down the weapon's barrel.

"Face me, putrid wretch!" he called out to the Shi'ar behind the trigger. "Do you _dare_ raise arms against the Hammer of Asgard?"

There was a flash of light deep within the gun. He sidestepped as it fired, and dove for the hull, bringing down his hammer in one heavy, ringing stroke after another until the cannon fell silent.

A flash of red and gold streaked past above him.

"Who you tryin' to impress, big guy?" he heard Tony's voice call out. "Ain't like I got all day!"

Thor grinned, and brought his hammer forward as he lunged across the hull.

Under his helmet, Tony's eyes darted back and forth across a wall of swimming green lines and figures. A computer near his ear gave out a beep as the helmet's target centered on another gun. He kept his eye on the marked spot and let his flashing engines carry him in.

The thing's massive barrel reared up above him, casting a long shadow against the clouds, closer with every second—and he fired, jerking down a switch within his glove. There was a soft _whoosh_ from within his suit as his missiles arced over his head and crashed down on the gun's casing.

Shattered pieces of metal flew out on the wind, flapping and spinning. Down below, Thor leapt up from the hull and bounded off of one, swinging his hammer down onto another cannon as he came down from his leap. Further ahead, a glowing core of flame blossomed up as Tony's missiles found their way to another cannon.

There was another beep in Tony's ear, this one longer and higher—the communicator. He tapped a button on the side of his helmet and heard Steve's voice coming in clear.

"How's it coming, Shellhead?" Steve asked. "Ready to meet up?"

"Just give me a sec…" Tony said, his voice trailing off. "Computer, activate Trace Alpha-6," he commanded.

Four sets of electric-blue crosshairs sprang up across his visor as the computer tracked his teammates' progress.

"We're right on top of you boys, Cap," he reported to Steve. "What's the sitch?"

"The way to the bridge is clear, but we've got reinforcements on our backs! If they've got any marines left close by, they'll send them to the bridge to stop us. If we want to break through, we're gonna need you down here."

"Copy that."

Tony shut the comm. link down and turned around to face Thor.

"Hey, Blondie, the Captain's calling us! Any chance you could get the door for me?"

Thor grinned wickedly.

"Aye, verily!" he bellowed.

Tony rolled his eyes.

"Why does he always have to say that…?" he muttered.

Thor leapt up again and carried himself up as high as he could go. He aimed his hammer's iron head straight down…and with a mighty scream, he let himself fall, plunging straight down into the ship's metal hide. The ship rocked with the force of the blow. Metal panels bent and ripped, leaving a deep hole. Thor vanished into the shadows beyond the rim's opening, calling out behind him.

"A fine battle awaits us, Tony my friend! Thou wouldst do well not to miss it!"

* * *

><p>They didn't break their stride, even as they heard the crash up above them.<p>

"I guess Thor made it!" Clint called out to his teammates."

"Stay focused, Barton!" Steve snapped. "You need to watch our back!"

There was a swirl of red fabric and a glint of light against red and gold steel.

"Got it covered, Cap!" Tony called out, falling into formation with the others.

Steve nodded.

"Thor, take point!" he ordered. "Hank and Jan, shrink down and scout ahead!"

"Got it!" they called in unison. Bounding forward, they vanished into the shadows at the end of the hall.

"Twenty meters, guys! Stay sharp!"

The entrance loomed up ahead, lit by the light from a row of flashing computer banks.

"Hey, Jan!" Tony yelled into his helmet. "You better have some good news for us, sweetheart!"

"I count 7 grunts," she whispered back through the radio link.

"The crew's scared stiff," Hank added.

"Alright, size back up and take them on my mark!" Steve ordered.

There was a yell from beyond the doorway. Steve brought up his shield, blocking a volley of lasers without breaking stride.

"Uh…_now_ would work too!" Tony called.

One after another, they bounded through the door sizing up the marines and fanning out to charge as one. Hank and Jan took their cue—they sprang up in the center of the room, standing back to back, and fired their gauntlets together as they spun in a twirling arc. Ensigns dove headlong for cover, and marines were knocked into bulkheads. Rifles clattered to the ground, broken and sparking.

Thor leapt to the head of the bridge and hurled his hammer into a marine's chest, sending him flying back towards the doorway. Weapons blazing, the Shi'ar backed towards the door, screaming curses with every shot. Clint's arrow buried itself in one man's neck, as Steve's shield knocked another man's legs out from under him. Finally, the shots stopped coming.

Steve whirled around to face his comrades.

"Tony, get on that terminal and shut the door! Thor and Clint, keep their reinforcements off our backs!"

Clint slid an arrow into his bowstring and positioned himself by the door as it slid down, locking them inside. Hank and Jan looked apprehensive.

"What about us?" Hank asked.

Steve gave them a rare grin.

"We fought our way here, now we make it worth our while. Get on the gun turrets! I'm steering this thing into the fleet!"

The flight controls were wired into a broad computer terminal topped by a holographic navigational screen. Steve strapped himself into the seat under the monitor and stretched his arms across the terminal. On either side of him, Hank and Jan strapped themselves into targeting stations. Behind them, the others watched the door.

"You sure about this, Cap?" Clint asked.

Steve focused his eyes on the screen, with the rest of the fleet outlined in wavering green holograms. He gritted his teeth.

"I flew a B-52 back in '44, right? How hard can it be?"

The collision alarm cut Clint off before he could fire back.

"Cap, we're heading straight for the main advance!" Jan yelled. "We need to get clear!"

"Alright, get ready! I'm taking us up!"

In the window, they saw the ships ahead vanish downward as the battleship rose toward the upper atmosphere and came down for a slow dive.

"Anybody got a clear shot?"

Hank grinned.

"Plenty," he purred.

"Alright, pick your targets! Hit 'em from above!"

The decks trembled with every shot as the main guns came alive. Hank and Jan worked fast, unloading every weapon they could find. The bridge was lit up with flashes of orange and red as their laser gutted one ship and sheered through another at the bow. Broken, the ships fell towards the Manhattan streets. Fighters vanished in balls of flame as they strayed into the line of fire. Missiles climbed high and fell like diving birds, raining down on the ships volleys _en masse_.

Ships veered about, searching for the attacker in their midst. Down below, tanks pulled together and fired through gathering plumes of smoke, scoring hits on stray ships as they broke off their attack. The Shi'ar ranks thinned out as the rogue ship tore them apart from the center.

Steve scanned the airspace ahead of him for incoming ships, but the way was clear.

"Guys, I'm seeing empty skies! Any clear shots?"

"Empty skies _ahead_, you mean!" Hank retorted. "Look behind you!"

Steve slid a finger across the view screen to bring up the rear view…and saw a solid wall of surviving ships following at full speed.

"Guess they figured out we're not friendly," Tony muttered.

"You _think_?" Jan yelled sarcastically.

Hank was cycling through commands on the screen in front of him.

"Any ideas, people?" he asked, hoping for the best.

Clint sprang up and ran to his side.

"Quick!" he screamed. "Reroute power to the engines!"

Hank looked back at him and raised an eyebrow.

"What?" Clint asked innocently.

"_Reroute power to the engines_?" he said skeptically.

"That's what Captain Kirk always says…"

"Dammit, Clint!" he snapped. "I'm an entomologist, not a Starfleet doctor!"

The deck trembled, throwing Clint forward. He grabbed the back of Hank's chair, struggling to steady himself.

Clint rushed over to a free seat, but Thor stayed standing. He planted his hammer on the deck and closed his eyes, breathing deep as he clenched the handle. The windows flashed blue-white as a mighty streak of lightning cut across the sky. Seconds passed, and another flash came, with thunder echoing out like a row of cannons.

"Steve, my friend…" he said through gritted teeth. "I can delay them, but not even Mjolnir can slay a fleet!"

"Hold on!" Steve screamed as another shot rocked the ship.

"We're away from the city! If I can get us above a patch of forest about half a mile from here, I can bring us in for a crash landing!"

The deck shook and bucked, as if caught in an earthquake. They fought to stay in the straps as the ship swerved through a volley of lasers, hurling them left and right.

Steve scrambled to straighten their course—but already, the images on the screen were beginning to fade out in a haze of static. He could feel the ship's speed leaving it. His stomach churned as the ground loomed up.

"NO!"

"Cap, you might want to see…" Hank yelled out over the static hiss.

"The systems are shutting down! They must have hit…"

"No, it's not the Shi'ar!" Hank called out, louder this time. "It's not just us, the entire fleet's getting hit with some kind of interference! Not enough to knock the ships out, but enough to stagger them! They're heading higher to get away from it!"

Steve listened for the steady rumble of the enemy ships' weapons, but realized that they had stopped firing.

"Every Shi'ar ship from here to Central Park's getting hit with it!" Tony reported. "I'd be a hell of a lot happier if that didn't include _this one_!"

"Dammit, don't quit on me!" Steve yelled as he struggled to fire the engines. It was a struggle against gravity—with every second, the tree-covered ground rose up to meet them.

"Brace for impact!"

The collision with the ground was like a fist. The straps cut deep, throttling them like a hangman's noose. They felt a deep shudder working its way deep into the hull as the ship skidded and turned about. Trees bent and snapped against the alien metal.

Steve looked around. His head was pounding, and his ears were ringing. Every muscle ached. He moved to raise his hand, and felt a sharp pain shoot through his shoulders and into his spine.

Seconds ticked by. Around him, he saw heads come rise up, looking around with dull fascination at the mere fact of their survival. No one spoke.

Tony wrenched off his helmet. His skin was bleached white, and his dark hair was plastered to his forehead with sweat.

Minutes ticked by.

They heard voices outside. Off to the side, there was a dull glow shining through the hull, slowly growing brighter as the metal grew thinner. The metal came fell away as a pair of strong hands pulled it apart like dough, leaving a gaping hole. Four silhouettes filled the space and made their way in.

"Anybody there?" a gruff voice asked.

"Johnny, check the bridge!" a woman's voice ordered.

"Way ahead of you, sis!" A younger man's voice now, cocky and full of energy.

The glow was stronger now. It crept through the passageway and lit up the bridge.

"Reed, they're over here!"

One of the shadows grew long and slender. A hand gripped a collapsed metal panel and moved it aside. A head emerged, peering around the corner. It swiveled around in all directions, scanning the bridge for survivors.

"Johnny? A little light, please."

The orange glow rose up again, lighting up the man's gray-streaked hair.

"R-Reed?" Steve breathed.

Dr. Reed Richards smiled down at his old friend.

"Good to have you back, Steve," he said warmly.

"Ben! Sue!" Johnny called out. "We found them! They were strapped in!"

Heavy stone echoed against metal as Ben Grimm's hulking form came into view, shoving debris aside as he went. Sue Richards came up behind him. Her blonde hair glowed in the light of Johnny's flames.

"Everyone alright?" Johnny asked.

Clint raised one hand to flash a thumbs-up.

Off to the side, Hank laughed weakly.

Little by little, they found their way, shakily, to their feet.

"What the hell happened back there?" Tony asked, leaning against a crumpled bulkhead.

Reed smiled sheepishly.

"Nick Fury called us in as a reserve force. While you were in the Quinjet, we got our hands on some Shi'ar tech from a downed fighter. We managed to pull together a makeshift E.M.P. weapon keyed to Shi'ar computers—just strong enough to weaken their onboard systems. With more time, maybe we could've pulled out something stronger. Alone, we never could have driven them off with it. But after you hijacked that ship and attacked them from the center…I guess that gave us the edge we needed."

For a moment, they stood there and processed his words.

"What do you mean_ driven them off_?" Steve asked. "They're gone?"

Ben gave off a low rumble, deep within his stony throat.

"Like hell they are…" he growled. "We've had our eyes on the fleet back at the Baxter Building ever since the message came out. _That_ wasn't the fleet, it was an advance force. About a third of the armor that creep's bringin' down on us. They'll be back, once they pull together. Scum like that don't quit easy."

"That means we stick together," Sue said firmly. "When they come down, we need to be ready for them."

"I sent a message to the X-Men," Steve told her. "If worst comes to worst, we're standing by them. Remember that."

"It is yet early in this struggle, friends." Thor said. "There are more battles to come. Whether they end in death or glory, I stand firm. But this vengeful soldier is _not_ our greatest foe—I sense darker forces at work here. Make no mistake. The coming battles will test us all to our limit."

Tony cocked an eyebrow at him.

"And when has that ever stopped us before?"

* * *

><p>The message came in as the battle ended. The commander knew what to expect. Orders were coming. The next ones would change everything.<p>

—_**This is Raptor. The first wave is down. There are more to come. Are our allies ready?**_**—**

His response was instant.

**The strike force is ready. Awaiting orders.**

Already, he knew what was coming next.

—_**They were ready to take any step but this one. They won't give up Jean Grey.**_**—**

The commander exhaled. Months of planning. Years of secrecy. It all led up to this.

—_**The next move is ours. You have the location of Xavier's stronghold. It's time to strike.**_** —**


	5. Storm of Lies

**Chapter 5: Storm of Lies**

Hours had passed since the Shi'ar had retreated. Reports from Manhattan were coming in with every minute. The streets were full of smoke and the echoing trill sirens. Wounded men and twisted metal littered the towns and countryside from Albany to Westchester, and the skies were full of rescue choppers.

If not for the plush furniture, the meeting room at the Xavier Institute might have been a bomb shelter. A view screen dominated one wall. News channels winked in and out of focus as battle footage came in. Radios mounted at the four corners of the ceiling brought in messages snared from military radios. The X-Men sat around a long oak table, tight-fisted and bristling as they heard the reports. When arguments ended, silence came slowly as they drifted off to separate corners of the room, waiting for more news. The same handful of words hung heavy and unspoken on the air: _war…invasion…betrayal…missing…_

"We drove them off," the last radio update had said. "Reports on fleet movement are coming in from Dr. Richards at the Baxter Building—any and all available S.H.I.E.L.D. operatives are gathering for the second wave. We're running out of time to prepare."

Logan whirled around to face his friends.

"I'm done waiting in the dark!" he growled. "Only one question I gotta ask myself: hold the line down in Manhattan with the rest of 'em, or chase these bastards back to the black hole they crawled out of? They threaten Jean, they threaten all of us!"

"Logan is right!" Ororo yelled. "As a child, invaders tore _my_ home away from me! I watched from the rubble of Cairo as the flames burned away all that I knew. I was a helpless child then. _Now_, I can fight!"

Her voice grew soft as her gaze was drawn to the ground. Strands of white hair shook loose as her tight fists trembled with aimless fury.

"You are the only family I have now…I will march at their fleet alone if I must, but I _will not_ stand by and let them make threats!"

Kurt sprang to his feet.

"We all want Jean back! I know it as well as any of you, but think about what you're saying!" he pleaded. "You heard the Shi'ar general's demands. The attacks will stop when someone gives up Jean, _jah_? If Jean was their prisoner, they would have left by now! There's more to this than we know, I think. Either Jean has decided to flee on her own…or we have another enemy closer to home."

"An enemy is an enemy, _tovarisch_." Peter said gravely. "We will not come out of this battle alive by hiding in the dark."

Warren's wings twitched restlessly, batting the air in quick movements in time with his heartbeat.

"If it comes to a fight, I'll stand with you to the end—but I'm _not_ letting anybody get the drop on us while we risk our hides going toe-to-toe with the Shi'ar! Whoever else is involved in this, they can't stay hidden forever. We need answers!"

Logan's claws snapped to full length. His eyes narrowed at Warren.

"What, is Daddy Warbucks to good to sweat it out on the ground with the rest of the _grunts_?" he challenged.

"Logan, _enough_!" Professor Xavier bellowed, silencing the chatter.

Scott was the only one who had stayed silent. At a far end of the room, he faced the wall. His feet were spaced far apart in a fighting stance, and his fists lay coiled by his sides. His expression was unreadable behind the ruby quartz visor that hid his eyes. The silence went on a moment too long. He spoke in a low hiss laced with pure venom.

"Show me where they are, and I'll tear them apart one by one."

It wasn't a threat. There was no bravado in his voice—only icy, concentrated, menace. In spite of everything that had ever happened between them, Logan nodded in approval. He recognized this mood well. He had heard that unwavering edge in his own voice too many times to count.

Slowly, Scott turned around. His crimson-shaded eyes swept the room, measuring up his comrades one by one.

"Well?" he asked the room. "Anything to say now?"

He caught a flicker of movement in a corner—it was Logan now, his neck and head snapping into sudden focus. His eyes narrowed under his mask of yellow and black. No one dared make a sound. They knew what that look meant.

"Movement…movement over the ridge…" he murmured as his sharp ears strained to cut through the buzz of birds and insects outside.

"Some kinda motor…or somethin' like beating wings…"

His eyes went wide as he recognized the noise.

"Choppers!" he yelled. "A whole squad of 'em! They're headin' straight for the mansion!"

* * *

><p>"Everyone keep your heading!" the commander barked into his radio link.<p>

"Raven, you got the southeast approach! Keep that minigun primed!"

"Squad Texas-1 is good to go!" a soldier yelled as he slid a clip into his weapon, shouting to be heard over the thunderous beat of the chopper's blades.

_You, me, and another 28 poor sons of bitches,_ the commander thought to himself. His missions since training were all a blur—scars were scars, whether they were earned in the wind-blasted heat of Tehran or the rain-drenched emerald shadows of Hanoi. This one was different. If failure came, it would come quick. No error could be written off. There would be no retreat if the casualties piled up. Raptor's instructions were clear: everything rested on absolute secrecy. If that fell apart, everything else would follow.

"Zeus and Tiger are making their descent!" a report from the radio said.

That was all he needed to know.

The other choppers leveled off as the mansion came into sight.

"Prepare to drop!" the commander yelled.

* * *

><p>In seconds, Scott was out the door and bounding through the mansion's halls.<p>

"Summers, wait!" Logan yelled from the door.

Scott didn't even break his stride. He leaped up the stairs, taking them two steps at a time, and rounded a corner as he reached the top floor. Logan swore under his breath as he ran up after him. Scott's hand came to his visor—ten feet in front of him, a balcony jutted out from an open space in the mansion's wall.

Before anyone could call out to him, he leapt onto the balcony and dropped into a crouch. His eyes flashed red and fired their force beams in long, concentrated bursts. Somewhere in the distance, a fuel tank burst with a sound like low thunder as a beam found its target. Broken, a chopper tumbled from the sky, raining down loose bits of sheared metal as it went.

"Summers, get down!" Logan screamed.

Scott felt strong arms squeezing him and pulling him back in one long heaving motion. He looked and saw Logan's scarred, grizzled face staring him down.

"Damn it, Slim! You need to get your head—"

A wall of expanding flame tore through the wall, and the balcony flew apart in a hailstorm of brick and mortar. Logan twisted his body around, trying to shield himself from the explosion. Scott was already on his back, firing upward through the weaving maze of smoke and ash. His beam caught another chopper in its rotor, and it fell, spinning, to the ground.

Logan didn't waste time with congratulations.

"Summers, listen to me!" he yelled. "If these sons of bitches just wanted to shell the mansion to the ground, it'd be falling down around us by now! There are more choppers out there, but they ain't gonna fire! They're—"

"—landing troops!" Scott finished, understanding instantly.

"_X-Men!_" the Professor's voice came, loud and clear in Scott's head.

"_I read multiple ground-based troops converging on the mansion! They're coming from all sides! You need to rally on the third floor hallway and fight them off together!"_

Scott and Logan were already on their feet, leaping over piles of fallen bricks and rounding corners as fast as their feet would carry them.

"This what you had in mind, Logan?" Scott asked.

Logan gave a growl, snapping out his claws as he ran.

"It'll do," he said.

* * *

><p>Kurt dove down through curling plumes of smoke, gripping a wall by feet and hands. Peter rose up by his side, raising up his arms in a fighting stance as the tell-tale sheen of organic steel crept over his body. Ororo's cape billowed up, filling with wind.<p>

"Let them come!" Ororo yelled, her eyes going white and pearly. "Let them face me!"

Their breath lingered on the air like cold fog, freezing as the temperature dropped rapidly.

Behind the nearest wall there was a shrill _beep_ echoing out in quick tempo, growing faster with every second. Then it went silent—and all hell broke loose.

From every side, walls collapsed and wooden splinters flew in time with deep, concussive blasts.

"Detonators!" Peter yelled. "They're breaching the walls!"

Somewhere behind, there was a sound of shattering glass as the soldiers let loose a volley of bullets and shot their way through the windows, swinging in on thick nylon ropes.

"Get ready!" Ororo yelled.

The troops were on them before they could raise a fist.

They swarmed the room from all sides, machine guns chattering like loose hailstones, peppering the walls with holes as they dropped into crouches and fired around corners. Peter rose up in the center, letting out a roar as he shielded his teammates with his body. Bullets bounced harmlessly off of his chest, scattering across the floor.

The friends sprang to their feet, fanning out across the room as the soldiers spread out, firing in quick bursts as they went.

A wave of bullets tore through a wisp of grey smoke as Kurt vanished in a flash. In seconds, he was at the back of the fray, bounding off the wall and floors on his nimble hands and feet. Soldiers fired in every direction, coldly tracking targets through dark goggles peering out from the folds of black balaclavas.

At the front, three soldiers fell, twitching, as Ororo shot a jagged string of lightning from her hands. On the walls, hanging tapestries and picture frames were ripped from their bolts as a strong blast of wind tore through the hallway. Soldiers struggled to keep their footing, bracing themselves against the new attack.

"_Watch yourselves!" _they heard the Professor's voice say. _"Above you! I can sense them! They're wiring the floor above you with—"_

But the warning came too late.

More explosives went off all around them. They felt the deep, coursing waves of force tearing through their eardrums and raking their muscles with lines of fire. Wood and plaster rained down in a brief monsoon, burying them in rubble.

Peter tried to lift a fallen shard of collapsed ceiling and bring himself to his feet, but more troops were already repelling in from above. From deep within a pile of splintered wood, he heard Ororo scream.

In a corner of the room, he saw a crouched figure clinging to a swinging chandelier, yellow eyes quietly scanning the lines of soldiers.

"_Kurt!_" Peter choked out as he shielded himself from another burst of bullets.

He heard a quick _cough_ of smoke, and Kurt was gone. A second later, he was at the end of the hall with Ororo leaning against his shoulder. The soldiers lined them up in their crosshairs and fired, but Peter charged and sent three of them flying into a brick wall.

"Warren! Now!" Peter yelled out. "The window's gone, you have an opening!"

"_Read you loud and clear, Pete!"_, the reply came in his communicator.

Seconds later, a shadow filled the empty space in the shattered window-frame—it was Warren, coming down from a long freefall. His wings shot out, sweeping the air and hurling him forward on gathered momentum as bullets streaked past. He twisted and spun in the air, and grabbed the nearest soldier in a deadly embrace as he barreled into him. With a mighty heave, he threw the screaming man across the room. With another great _swoosh_ of white feather, he spread his wings and knocked down another two soldiers as they came up on him from behind.

Rifles cocked and fired, but Warren crouched down and drew a handful of thin-bladed knives from a waist-pouch and hurled them forward with both hands. They twirled and spun, catching the light as they sailed through the air, before catching a cluster of soldiers at the neck.

"New hobby, Warren?" Peter asked as he swung a fist at the nearest soldier.

"Knife-throwing program in the Danger Room," Warren explained. "Thought it might come in handy in a fight."

From outside the window, they heard the sound of a helicopter's rotors beating and spinning. A voice came in on a soldier's radio:

"_I have them in my sights!" _it said.

"Fire!" a soldier barked. "Take them down!"

Far away, a gun barrel flashed.

Peter threw himself in front of his friend and drew himself up to full height as the chopper's gunner spat a steady stream of bullets.

"Warren, _run_!" he commanded.

"Pete, I'm not leaving you!" Warren protested.

"I said—"

Peter staggered as the bullets took him in the back.

He struggled to his feet, lumbering further down the hallway as if weighed down by heavy stones. The sound of the bullets against his steel skin was like a thousand hammers pounding at a suit of armor.

"Run, damn you!" he yelled through gritted teeth.

Reluctantly, Warren turned and flew down the hall as fast as his wings would take him.

Finally, the minigun fell silent.

Peter stumbled down the hall, struggling to stay conscious. The heat of the bullets scorched his back like a branding iron. The soldiers were firing around corners and behind piles of rubble, but their gunshots were silent to him. A high-pitched ringing filled his ears. Every body part throbbed and pulsed.

"_Keep going…"_ he muttered to himself. _"You have to keep going."_

Another knife spun through the air. As if from miles away, he heard a soldier scream and stumble to the ground. Three more knives followed. Rifles clattered to the ground as the blades found their targets.

Peter saw Warren's face fading in and out of his field of vision. Then he felt his arms around him, and saw the hall zooming past as they made their way forward and rounded a corner.

"Behind us…" Peter choked.

Warren shook his head.

"We got away. But they're the least of our worries. I got a look at them when I was circling the mansion—the choppers have us surrounded, and they've got more troops dropping onto the roof. We could hold our own out _there, _but _here…_"

Peter understood instantly.

"On our doorstep…" he said. "We've got nowhere to run back to, then?"

"We can run," Warren told him. "But we'll _stay_ on the run until we can find out who's behind this and take 'em down."

"We can stay…" Peter insisted. "We can fight…"

"There'll be a time for fighting later, Pete," Warren said gravely. "Now, we just have to survive."

"If we run, then we run together," Peter said. "No one gets left behind."

Warren nodded.

"You got my word on that," he said. "We may be outnumbered and outgunned, but we have each other. It'll have to be enough."

* * *

><p>"Come on, just a few more feet!" Kurt called out as he helped Ororo down the hallway.<p>

He clenched her hand in his and felt her tremble.

_Claustrophobia…_ he thought to himself. _Even the strongest of us have our weaknesses._

Ororo ran on without stumbling or slowing, but the flash in her eyes was gone. Deep scars crisscrossed her hands and legs, and bits of shattered brick still clung to her white hair.

"I can't just run…" he heard her murmur.

"It's not over, Ororo! We'll regroup, we'll find the Professor, we'll get to a safe place… Come on, the Professor will know what to…"

Suddenly, a solid bar of black metal rammed Kurt's nose, cutting him off. Dazed, he stumbled back, and felt a gloved hand around his throat. He looked up through blood-spattered eyes and saw the barrel of a rifle aimed at his face.

The soldier spat three words at him:

"_Where's Jean Grey?" _he demanded.

Kurt stayed silent.

The soldier's fist connected with the pit of his stomach. Kurt doubled over, willing himself to focus through the pain.

"_Talk, mutie!" _the soldier ordered. _"Where is she?"_

Kurt looked the soldier in the eye.

"She's…" he began.

Sensing an answer, the soldier listened.

"She's in…"

Then Kurt was gone.

The soldier whirled around, struggling to see through the sulfurous cloud…then Kurt's feet shot out and took him in the throat.

The first soldier fell to the ground, but his companions were already surging forward, rifles in hand. Then Ororo sprang up, twisting and dodging as the soldier's tried to catch her in their gun-sights.

Her fist caught one soldier in the side of the head. He stumbled to the side and put a hand to the wall to steady himself…just as Kurt appeared above him and caught him in a headlock, pulling him to the ground. Her foot shot out and took another man in the knee—with a sickening _snap_ of bone, he fell screaming to the floor.

They heard heavy footsteps around the next corner.

"Ororo, we have to go!" Kurt insisted. "We can't fight them all alone!"

"Looks like we won't have to," she said.

With a low hum, three streams of blinding red light crisscrossed their way across the hallway, one after another, knocking back soldiers on both sides. With a deep guttural roar, Logan launched himself across the hall and tackled another cluster of enemies. Blood flew in a wild stream as he brought out his claws and severed a man's throat tendons with one swipe.

"Slim, behind you!" Logan yelled.

Scott was already ahead of him. Screaming, he launched a wide blast at the nearest stairway and sent three soldiers tumbling back.

"Elf, how we doin'?" Logan asked.

"We're still on our feet. I can't say much else." Kurt reported.

Blood trickled from a wide gash on his cheekbone. Ororo was upright, but her hands still trembled.

Further down the hall, Peter and Warren made their way up to join them. Peter's face was a knotted mask of pain. He lumbered forward, leaning on Warren's shoulder.

"Scott, Pete got hit!" Warren called.

"I'm not down…" Pete said. "I just…I just need time to rest."

"Tell him to fall back!" Scott growled. "This fight's not finished!"

"Summers, look around you!" Warren yelled. "They've got us surrounded, and they're calling the shots on every floor! We need to get away!"

For a moment, Scott was silent.

"This place has been my only home since I was fifteen years old," he said. "You expect me to just leave it behind?"

"It's just bricks and mortar, Scott. I got just as many memories of it as you do, but they aren't what I'm here to protect."

Scott looked up, and his eyes met Warren's.

"They can shell it to the ground if they want—we'll rebuild it. Someday when we're all together again, when we can sleep without wondering if we'll live through the night. Someday when Jean's by your side—and believe it, you _will_ see her again. Summers, you've been my closest friend since I was too young to understand what that really meant. If I was gonna abandon you, I would've done it a long time ago. It'll take more than bullets and bombs to tear the X-Men apart."

Logan gave a murmur of approval.

"Now…nod twice if you believe me," Warren said.

Scott nodded twice.

"Good," Warren said.

Kurt dropped down from the ceiling to Scott's side.

"Scott," he said. "One of the soldiers got close enough to me to ask questions—he wanted me to tell him where Jean was! Whatever happened to her, these people don't know any more about it than we do…"

"…but they want to find her just as _bad_ as we do." Logan finished.

"Exactly. We won't get to the bottom of this by beating around these _thugs_. We need to survive long enough to look for answers! If that means going on the run, I'm ready!"

Scott thought on it for a moment. One by one, he studied his friends' faces.

"Alright…" he said. "The Professor's alone. We need to get him to safety. After that… Kurt?"

Kurt's ears perked up.

"Do you know the quickest route to the Blackbird's hangar?"

Kurt nodded.

"You got another few jumps in you?"

Kurt hesitated for a moment, then nodded again.

"Alright, first we…"

Suddenly, everyone went silent. Scott felt a cold knot of dread working its way into his stomach—fear, anger, and apprehension mixed as one. The rest of them felt it too.

"Downstairs…" Ororo said softly. "The Professor…"

* * *

><p>Sitting up straight in his wheelchair, Professor Xavier did his best to stay calm. While the X-Men had held their own in the third floor, he'd kept his mind focused on their distribution and mental status, using telepathy to monitor injuries and emotional states as they changed. With all of his focus on his students, he had forgotten to safeguard himself…<p>

It started with a squad repelling onto the second floor through a breached window. He'd tracked them as they surged through the hallway, hoping to warn the X-Men if the squad tried to take them from behind—but instead of marching upstairs, they had marched _down_, to where the Professor sat safely locked into the team's meeting room. He had sensed them when they'd wired the door and walls with C4, and even managed to take down two with a well-placed psychic blast. Then the door had come down, and they'd brought out the tear gas…

Xavier's lungs burned and his eyes wept turpentine. He fought to keep his connection to the team—he could barely see their faces in his mind, let alone speak to them.

Through the cloud of gas, he saw six black-suited figures stepping gingerly over the shattered remains of the door, rifles cradled in their hands. They studied him through the impassive glass eyes of gas-masks.

He wanted to let himself fall to the ground, to go limp and let them drag him away—anything to make the burning stop.

_No!_ he told himself. _You have seven students depending on you! You don't have the luxury of quitting!_

His energy was slipping away. He know his options—with his last gasp of strength, he could take down one soldier with a psychic blast, or send one message to the students.

A soldier's hand went to his belt pocket and brought out a small plastic cylinder.

_Time's running out, old man! Do something useful while you still can!_

He focused all of his energy on the third floor, feeling along the intricate contours of brain-waves until he found the students' tell-tale psychic signatures. He called out to them with all the strength he had left:

—_**X-Men, listen to me! The soldiers have breached the meeting room, but it's too late to save me! Get to the Blackbird! You have to get yourself to safety! Find Jean! Find whoever ordered this attack! Whatever you do, stay together! You need to…—**_

"_Commander, Grey's not here!" _he heard a soldier say.

The soldier at the front of the squad shook his head.

_"You know your orders, soldier," _the man said. _"Xavier's our secondary target—Raptor wants him alive!"_

The soldier behind him raised up the small plastic object, and Xavier finally saw it clearly—a syringe. Instinctively, he tried to back away from it, but the soldier grabbed him and buried the needle-tip in his neck.

Dizziness took him instantly. He felt the room dropping away, felt his limbs growing limp and heavy, and saw the color drain from every wall and shadow until all was black.

* * *

><p>In that awful fifteen-second window, the saw and felt everything that the Professor did. They saw the soldiers lumbering toward him and staring him down through eyes of glass, and felt his panic and anger as he fell unconscious and went limp on the floor.<p>

"He's gone…" Ororo said with terrible certainty.

"You heard what he said, didn't you?" Scott barked at his teammates. "There'll be another time! We have to get out _now_!"

Kurt was staring down the hall, as if contemplating going down to the first floor to grab him back.

"Kurt!" Scott yelled, snapping him back to reality. "You have to get us to the jet!"

Kurt scanned his teammates' faces. Logan give him a nod.

Already, they could hear footsteps along the nearest stairwell. Scott spread his feet and put a hand to his visor.

"Get the others out first!" Scott ordered. "I'll hold them off!"

He grabbed Peter first, vanishing instantly in a puff of smoke.

"_Eat this, mutie!"_ a cry came from the stairs as a soldier tossed a grenade.

The hallway flashed bright red as Scott's beam caught it mid-air. Shrapnel buried itself in the wall and plaster rained from the ceiling as the metal sphere exploded.

Kurt reappeared and grabbed Ororo.

A soldier jumped from around the corner and let six rounds fly. Scott sidestepped, firing as he went, and sent the man spinning into the wall.

Kurt grabbed Logan and Warren at once and took them together.

Scott's beam cut a deep gash through the wall. On the other side, four soldiers dropped mid-charge. He aimed for the ceiling and sent a solid sheet of wood and plaster raining down on another soldier's head. Bullets whizzed through the rising plume of dust, but Scott held his ground.

Then Kurt was by his side.

"Scott, it's time!" Kurt yelled.

Scott ignored him.

Through the dust, three soldiers came up in silhouette as Scott's beam lit up the hall.

"Scott, _mein freund_, killing more of them won't help Jean! The Professor's gone now—you're the only leader we've got!"

Scott's hand left his visor. His eyes turned towards the ground.

"Come on, Scott, it's not over yet!"

He grabbed Kurt's hand, and they left the hall together.

* * *

><p>Logan, Warren, Peter and Ororo strapped themselves into the Blackbird's four open passenger the jet's hull, they heard another metal groan and concrete crumble as another explosion went off.<p>

"Too close," Logan said, looking out the front window.

"If they got that far in, it won't take 'em long to find the hangar!" Warren said.

A puff of smoke filled the passenger bay, and Kurt tumbled out with Scott in tow. Exhausted, Kurt sank back into the nearest chair.

"You did good, Elf," Logan told him. "Take a rest. You earned it."

Scott strode to the front of the jet.

"Systems are up and running," Warren reported. "We just need a pilot."

Scott strapped himself into the pilot's seat and took the steering column in his hands. The deck trembled as the engines heated up. He tapped three keys on the control panel and the roof opened up, revealing a clear blue sky lit up by afternoon sunlight.

A bullet bounced off the jet's coal-black hull.

"They're in the hangar!" Ororo called.

Scott was unfazed. He keyed in another command, and the jet angled itself towards the waiting sky.

"Hang on!" Scott yelled. "I'm taking us up!"

The force of the ignition threw them back into their seats and rattled them to the core. Below, the mansion shrank into the distant green landscape until it was little more than a speck. Then the clouds rose up, cloaking the jet in ghostly wisps of white mist.

Scott exhaled.

"Unless they brought a few jets we didn't notice, I think we lost them. For now, at least."

Logan snapped open a wall compartment and brought out a first-aid kit. If they were going to be ready for the next battle, he knew, they would have to stitch themselves up while they still could.

Finally, Warren asked the question on everyone's mind:

"So, what's our next move?"

Scott considered it for a moment.

"Finding Jean's first priority, but it won't matter if these sons of bitches get to her first. That means we need to take this fight back to them—we need to rescue the Professor."

"And before that?" Ororo asked.

"Someone put a lot of time into planning this attack. We need to find out who."

"I'd start with S.H.I.E.L.D.," Logan said gravely. "I know these cloak-and-dagger types. They've got the tactics and the intel to go toe-to-toe with us, and they got contacts all over the world that could do the same or worse. If they're not behind this, I'd bet my dog-tags they could point us toward the person that _is_."

Warren grabbed a rifle from under one of the seats.

"I grabbed this off one of the stragglers," he said. "It's a good place to start."

Scott nodded.

"Nick Fury was on the Professor's contact list. We'll go to him. If S.H.I.E.L.D.'s involved, he'll know something. Either he'll help us get to the bottom of this, or he'll be our first target when we burn these thugs to the ground…"

* * *

><p>The Phoenix spread its wings, and the portal opened again.<p>

Jean Grey gazed out at the fields of star-pierced darkness before her.

The silence of space was like a living thing—its cold emptiness followed her everywhere. Even in her dreams, she couldn't escape it.

The flames spread, guiding her through the darkness—and she saw the planet again. This time it was no dream.

_D'Bari…_ she thought to herself. _I never thought I'd see it again._

She reached out with her telepathy, feeling for signs of life—no voices stirred the void. Not even the shallowest breath. The plants, oceans and shifting clouds were gone. There was only an empty black sky above, and the jagged teeth of mountains below.

_This is where I came to make the nightmares end?_

There was no time for fear now. No time for doubts.

D'Bari's cold surface waited below.

If there was an answer, she'd find it here.


End file.
